Heart of a Wolf
by AliE96
Summary: Tamera McDaniel's life is thrown upside down when she gets mutated by Doc Ock. After she escapes him, she heads into the sewers and meets a certain red and black spider that we all know and love. Rated T for language.
1. Chapter 1

****I am re-posting this and re-writing it because I noticed there were a lot of mistakes and I wasn't too happy with it. Also, there will be some changes in this story such as Tala's name changing to Tamera. I hope this time people will like it more and I'll get more feedback on it.****

 ** **Hello world! This is yet another story of mine, I know I still have others to get to. I will get to them when I can. This is story centering around my favorite Web Warrior: Scarlet Spider! I hope y'all like it. Sorry the first chapter is still short.****

 ** **Disclaimer: I do not own USM or any of it's characters.****

 ** **Enjoy :)****

* * *

 ** **Heart of a Wolf****

 ** **Chapter One: Normal Day****

It was a beautiful day in September. There was a slight chill in the air as the sun was setting over the Big Apple. As the day was ending, people were heading home on their way from work, after school activities, heading to dinner, or just running last minute errands. Like one girl, who was on her way home after stopping at the corner store on her way home from a freind's house.

The girl had long curly, raven black hair, copper skin, jade green eyes, a 5'3 frame and a slim figure with c-cup sized breasts. In one hand, she was holding a brown paper bag that held a loaf of Italian bread, apples, bananas, oranges and a bag of chips while she held up a cell phone to her ear in her other hand.

"Yes, dad. I got everything on the list" she said into her phone, "I'm on my way home right now... I'll be there in about twenty minutes...OK...OK...I love you, too dad. Bye" she removed the phone from her ear and ended the call before she placed her phone in her back pocket on her faded blue jeans. Along with her faded blue jeans, she also wore a red tank top underneath a red hoodie, black and white converse sneakers and a gold heart-shaped locket necklace.

I suppose I should introduce myself. My name is Tamera McDaniel, but you can call me Tammy. I'm seventeen years old and I just started my Senior year of High School. I live with my father, grandfather and younger sister. I've lived in New York since I was three years old. My life in general hasn't been all that pleasant, I'll tell you that. Why? Well, because I'm Half-American and Half-Native American or Half-Breed as I've been called all my life. I'm the only Native American-American in my high school, which is Midtwon High. Most of the people that call me Half-Breed are the girls at my school, who always tease me and push me around because I'm not "normal" like them. I would punch them out, but that would just confirm all the things they think about me. Pfft, who wants to be normal anyway?

As I'm walking down the street, I'm getting this feeling that I'm being watched. I stop and look around for a second, but all I see are a few stragglers across the street, but they paid no mind to me. A few passing cars, but nothing out of the ordinary. So, I keep on walking home, but as I'm walking, I'm still getting this creepy feeling that someone's watching me. I looked behind me a few times, but I saw nothing. I tried to shake off the feeling, but it was still nagging at me, so I decided to take a shortcut home.

I knew the city streets pretty well since I've lived here nearly my whole life, so I knew a few shortcuts to get home and I just came up to one. I was about to turn down the alley when I looked over to my right one more time and I caught a glimpse of a bulky dark figure duck behind the next building over. I felt my heart racing as I speed walked down the alley. I take deep breathes, trying to calm myself down, 'It's okay' I think to myself, 'It's okay. I'm not far from home; once I get there everything will be okay'

But, boy was I wrong...

As I'm nearing the turn off towards my street, another bulky figure stepped out in front of me. I gasped as I stopped in my tracks and looked up at the figure that was a good foot taller than me. He was wearing a black suit with a red symbol of a skull with tentacles on it, a black mask and he was holding what looked like...gulp...a blaster.

"You're coming with us, miss" the man said emotionless as he looked down at me.

I glared up at him as I reached into my back pocket, where I kept a taser gun, "I don't think so, pal" I stated as I grabbed my taser gun and aimed it at him. I then hit the trigger and he two electrified probes sprung out and shot him in the chest.

I heard groaning in pain and the electricity crackle as it shocked him and then he fell to the ground with a thud. I tossed my taser gun to the ground and turned to run back down the alley, but when I turned, I hit face-first into something solid. It wasn't the wall. I looked up and saw another guy in the same uniform looking down at me. I began to back away slowly, but I was caught off guard when I tripped over the guy I shot with my taser gun and hit the ground on my butt. I dropped my grocery bag and the contents were spilling everywhere. I reach over to try to gather them up, but the uniformed guy in front of me stepped on my hand. I screamed in pain when I heard and felt my fingers break under his weight.

I looked up at him with tears filling my eyes and he spoke, "Sweet dreams, toots" he then raised his blaster above him and brought it down hard on my head. That was the last thing I saw before I was encased in darkness.

 ** **Please let me know what you think so far :)****


	2. Chapter 2

****Disclaimer: I do not own USM or any of it's characters. If I did, it would still be on today T-T****

 ** **Enjoy :)****

* * *

 ** **Heart of a Wolf****

 ** **Chapter Two: Project Canidea****

Fuck! My head and my hand hurt like a son of bitch! That was the first thing that popped into my mind as I began to come to my senses. Darkness clouded my vision and everything was swirling around. I blinked my eyes open slightly, only to regret it as a bright light above me shinned in my eyes, blinding me. I tried to shield my eyes from the light, only to discover that I can't move my hands. I looked down at myself and I saw that I was strapped down to an operation table! I also noticed that most of clothes were gone, too. I was in nothing but my dark pink and black sports bra, a pair of black cut off sweatpants that weren't mine and my necklace.

What the hell? Where am I? I looked around the room to see where I was, but the whole room was spinning around me. I felt like I was on roller coaster down at Coney Island and I was gonna throw up. I fought back the urge to vomit as I looked back up at the bright like and I noticed it was the kind of light that doctors and dentists use in their offices.

I tried to get free from my restraints that were made out of metal, but it was no good, especially since I couldn't move my right hand cause it was broken.

"Hello?" I called out, looking around me "Is anyone here? Hello?"

"Ah, I see you're awake, my dear" a voice to my right said as I looked and saw a pudgy-looking pale-faced guy with red glasses, long black messy hair and metal tentacle arms. Wait a minute, tentacle arms? There's only one person who has arms like that. Doctor Octopus! Spider-Man's biggest enemy! But what would he want with someone like me?

"Doctor Octopus" I growl out as I glare at him.

"I see my reputation proceeds me" Ock chuckled sinisterly as he approached me, his metal arms clinking on the floor as he walked over to the table.

"Where am I? And what do you want with me, freak?" I demanded angrily.

"You are in my lab, child" Ock answered as he looked down at me, "As to why you are here? Well..." One of his metal arms reached up to my head and lifted a piece of my raven black hair to expose more of my face. I cringed as I turned away from him.

"Let's just say, my latest experiment needs a more... feminine touch" Ock answered in a sinister tone.

My eyes widened in shock when he said that and I looked back towards him, "What are you talking about?"

"I was in need of a female test subject for my latest project" Ock walked over to a computer and hit a key on the key pad and the face of a wolf appeared on the screen with the words "PROJECT CANIDEA" typed in front of it.

"You have all the proper requirements for a test subject, my dear" Ock began as he walked back towards me, "I've had my agents watching you for weeks now"

"You mean your two bastard lackeys that I met in the alley and busted my hand?" I asked angrily.

"I had asked them to not harm you, but I suppose it couldn't be helped, but yes" Ock answered, "Speed, stamina, athleticism, endurance and a healthy immune system. These are all the requirements for a test subject and you have shown all these qualities in the weeks my agents have been watching you"

"Excuse me, but I am not a guinea pig for your freako experiments, pal!" I stated angrily while glaring at him.

He chuckled darkly as he walked away from me, "I'm afraid..." he stopped in front of a table that held a variety of things, such as test tubes, syringes and other tools, "you don't have a choice in the matter my dear" he picked up a syringe with his metal hand that held a light blue liquid in it as his other metal hand flicked the needle.

He then walked back over to me with the syringe. I began to panic as I struggled to get free, but it was hopeless. Unless I was Spider-Man, there was no way I was breaking free from these metal restraints.

"Relax, my dear" Ock spoke in mock concern, "This will only hurt a lot!" he chuckled evilly as he brought the syringe over to my arm.

He then stuck the syringe in my arm and the moment he did, I felt a burning sensation in my arm. I screamed in pain as the sensation began to course up my arm, to my shoulder and over the rest of my body. The pain was unbearable, it felt like a gallon of acid was burning my insides and it was getting more intense. I screamed again in agony as the pain increased by a thousand. I heard and felt my bones cracking as I felt my muscles contorting and stretching painfully. My vision was getting blurred do to the tears filling my eyes from the pain I was in. I was panting fast and heavy, hoping to will the pain away, but it wasn't working as I soon felt myself slipping into unconsciousness. The last thing I saw was Ock's pale face looking down at me as he was smiling cruelly with his crooked teeth showing. Then, once again, the darkness overcame me.

* * *

" _ _Wake up, little wolf..."__ Ock's voice swirled around me as I was starting to come back to consciousness, __"Wake up... you're not dead...yet"__

I groaned as I turned my head to the side and blinked my eyes open. When I did, everything was clear, crisp and so focused. I could see every little detail in everything; such as the tiniest cracks in the wall that couldn't be seen unless you had a microscope. I then quickly turned my head to the left at the sound of scurrying. I saw a small brown spider clear as day scurrying across the floor towards a small crack in the wall.

How am I able to see and hear all these things? I was never able to before. I noticed that my hand wasn't hurting anymore, in fact... it felt great.

"I'm pleased to see that the mutation didn't kill you" I looked in front of me and saw none other than Ock himself.

"Mutation? What are you talking about, Doctor Frankin-Squid?" I asked him with a glare.

He chuckled as one of his tentacle hands pressed a button on a keyboard, "See for yourself" A large mirror descended from the ceiling and stopped right in front of me. My eyes widened in horror and my jaw dropped at my reflection in the mirror. I didn't even recognize myself.

My once copper skin was now replaced with a thin layer of snow white fur. My chin became pointed along with my nose that was now straight out with a black tint along the top of it and my nostrils. My once dark thick lips were now thin and grey. My fingers were also black from the knuckles down, along with my toes. I also noticed that my nails on both my hands and feet had grown half an inch and were silver, they were also slightly dull. But wait a minute, where are...

"My ears..." my voice was barely above a whisper.

Ock chuckled as he tilted the mirror up slightly so that I could see the top of my head, "You still have your ears, they just moved higher up"

Higher up? They were on the top of my head and were white like my new fur. I opened my mouth slightly to see that my front teeth had gotten longer and sharper. The rest of my teeth were the same size, but they were pointed. The only things that really stayed the same on me were my raven black hair and my jade green eyes, which were now slightly slanted.

I also felt something underneath me, it was a little uncomfortable. I shifted a little, but it was still there. I looked down as far as I was able to and saw... A TAIL?!

"What the hell did you do to me?!" I demanded with growl that rose out of my throat.

"You should be thanking me, child. I've made you far more superior than the lowly human you were before" Ock chuckled darkly as he walked over to a computer and typed in a few commands as the table I was on rose up to a ninety degree angle so that I would be eye level with Ock. I was pulling against my bindings, trying to break free of them, but it was still no good.

"Don't even try" Ock said walking over to me, "Those restraints are strong enough to hold down Spider-Man himself"

I narrowed my eyes at him as a growl rumbled low in my throat, "Why did you do this to me? Turn me into a fucking freak like you!"

"I'd watch your tongue, my dear" Ock warmed me.

"Why should I?" I challenged him.

He smirked at me before a hand-sized taser replaced his metal hand and shocked me with it. I screamed as I felt the electricity flow through me.

"That's why" Ock answered with a dark tone as he removed the taser and his metal hand returned, "As to why I did this, I told you before. I needed a female test subject for my latest experiment and you were a perfect candidate"

I fought back the tears that threatened to spill from my eyes as I hung my head and breathed heavily, "What am I now?"

"You are now my newest creation: White Wolf" Ock began, "Half Human, half wolf. The strength and speed of a wolf, heightened senses, inhuman reflexes, able to self heal open wounds, and the instincts of a killer"

I glare up at him with my jade green eyes slanted in anger, "Tell me, Doctor Frankin-Squid, what does this knew strength do for me?" I'm trying to stall him so that I could have a few minutes to try and break free from these bonds.

"It allows you to be stronger than the average human" Ock answered, "You are able to lift and move things ten times your own size! You are stronger, faster, more intelligent! And you have the endurance of a wolf, making you able to last longer than a human when you are engaged in any physical activities" Ock then smirked down at me, "Since I made you, you owe me your life"

I scoffed, "I'll tell you what I owe you, you sick bastard..." I tugged harder at my restraints and soon ripped free of them, "I owe you an ass-kicking!"

 **Please let me know what you think in a review please :)**


	3. Chapter 3

****I would like to thank Nobel Six, cabrera1234 and ggboyking for following, favoriting and reviewing mys story :)****

 ** **Sorry if it's a little short :/****

 ** **Disclaimer: I do not own USM or any of it's characters. If I did, it would still be on today T-T****

 ** **Enjoy :)****

* * *

 ** **Heart of a Wolf****

 ** **Chapter Three: The Escape****

I ripped free from my bonds then with a loud and deep growl, I lept at Ock, tackling him into his computers. Smoke appeared and sparks flew from the now smashed computers. With a growl he raised his tentacle up to strike me, but I grabbed it in my mouth and clamped my jaws on it. With rage fueling me and anger in my eyes, I grabbed Ock's metal arm in my hand and I tore Ock's tentacle off with my newfound bite force. He screamed in agony as sparks flew from what was left of his metallic arm. I spit his tentacle out of my mouth and it clattered to the floor. I felt the nails from my hand move. I looked down at them and saw that they had became longer and sharper now. I look down at him, red with anger, my teeth bared and growling very deeply, I was ready to finish him off.

Panting, he looked up at me and then a crooked smile formed across his face, "Yes... that's it. Give into the blood-lust, follow your instincts...be the killer I made you to be"

I took a step closer to him, growling, ready to finish this. Then, a realization hit me. If I kill him, I'll be a killer, I'll be what he wanted me to be and I can't do that. I'm no killer, no matter how much I despise him for what he did to me, I can't do it.

With a grunt, I took off towards the exit that was blocked by a steel, one-foot thick heavy bolted door. Wait...how did I know that? Anyway, I grabbed the door and ripped it off it's hinges like it was nothing before I tossed it to the ground. I then took off down the hall like grease lighting. Whoa, I could never run this fast before. I guess it's one of my new attributes now that I'm half wolf. As I'm running down this never-ending hallway looking for an exit, I hear an alarm blaring. My ears flattened against my head and I covered them, trying to block out the noise. I guess now that I have heightened senses, I gotta expect things to be a lot louder and stronger than what I'm used to.

Then, my right ear pricks up and moves in the direction behind me. I hear a distance away, the sounds of running footsteps and men talking. Shit! Must be more of Ock's lackeys. I need to find a way outta here, because there is no way in hell I'm going back to that psychopath's lab again, at least not without a fight. I look around trying to find a way out, when suddenly a smell enters my newfound nostrils. I sniff the air a little, it smelled like water. Salt water. The Bay! We're near the water and that could be my way of escape. I gotta get outta here, first. Then, my peripheral vision spots something near the floor that would help. The air vents! I kneeled down and grabbed the cover off the vent before I ripped it right out of the wall with my newfound strength. I climbed down into the vent as I placed the cover back over the vent just as the footsteps and voices got closer.

"We have orders from Dr. Octavius" One of the lackeys spoke as I saw six pairs of legs stand in front of the vent, "Do not kill the wolf, he wants her alive... for now anyway. Shoot to stun, anyone here who does kill her, will answer to the Doctor himself. Understood?"

"Yes, sir" they all replied as they ran down the hall.

I sigh with relief as I began to head down the air shaft. I could still smell the sea water, so I followed that scent, hoping it would lead me outta this loony bin. The scent was getting stronger as I continued further down the vent, so I gotta be close to an exit or something. I then hear the sounds of running footsteps above me. I groaned as my ears folded down and I held them at how loud I hear the footsteps. I have a feeling it's gonna take a long time for me to get used to these new senses. It ain't gonna be easy, I can tell you that, right now. I sigh as I hear the footsteps head further away, but then a new sound catches my ears. Squawking, like a bird or... seagulls!

I then move down the vent faster until I come to another air vent cover. I got down on my back and I kicked it open, when I did I saw sky. A night sky, but sky none the less. I got back on my hands and knees and walked over to the edge to see the bay below me, along with some jagged rocks at the bottom and seagulls flying around. I look down to see how far up I am... it looks like I'm a good two hundred feet up. I'm gonna have to jump it, even though it might kill me, I'd rather die than go back to Ock's lab.

"Well, it's a good thing I know to swim" I say to myself "Here goes nothing" I get into a crouching position and place my hands on the sides of the vent before I take a deep breath and...

GERONIMO!

I landed into the icy cold water with a huge splash. The water stung my body at first, probably because of the impact. I swim up to the surface and take in a huge gulp of air, "Phew! That wasn't so bad" I say, confident with myself.

"Look! There she is!" I hear a voice yell and I looked up to see a few of Ock's lackey's standing on the roof of the building.

"Me and my big mouth" I mutter to myself.

"Fire!" one of them shouted as laser began to fire out of their blasters. Taking another deep breath, I dove back under the water and began to swim away to try and escape their laser fire. I can hear the muffled sounds of the laser fire hitting the water and saw a few whiz past me, almost hitting me. I looked around the water to see if there was somewhere I could take cover until they stop firing. I then see a large sewer pipe against the rock wall, not too far away from me. Perfect!

I began to swim towards the sewer pipe when, AH! I feel hot, burning sensation on my right leg.

I look over my shoulder to see that I've been hit in the thigh of my leg by the laser fire. It was a small wound, but blood was already flowing from it. I groaned in pain as I held my now injured leg and did my best to try and swim to the sewer pipe. I'm usually a good swimmer, but I've never swam with one arm or an injured leg before, so it's pretty hard, but I managed to make it to the pipe. I swim up the pipe as fast as I can until my head is above the water.

I can finally breath now, the air ain't exactly fresh, but it's better than nothing I guess.

Panting, I drag myself out of the water and onto the concrete slab. I collapse onto the slab out of exhaustion and try to catch my breath. I groan as I sit up and look at my injured leg. It's still bleeding and there's a chance it might get infected down here, so I gotta find my way out or find something to wrap it and keep it clean.

I take a deep breath as stand up with a groan and try to keep pressure off my leg as I limp down the sewer tunnel.

After wondering the sewers for God knows how long, looking for a place to rest, the exhaustion of everything that's happened tonight is hitting me hard. It's also freezing down here, it doesn't help that I was soaking wet from being in the bay.

"This place needs a heater" I said through my chattering teeth. Even though I know I got fur now, it's a thin layer so it doesn't offer much protection from the cold down here. I'm rubbing hands along my arms, trying to warm myself up.

I was just so tired that I just wanted to sleep for a month straight. Right after I passed a large sewer tunnel, I just stopped in my tracks as I breathed heavily. My eyelids felt so heavy and my legs were wobbling as they gave out underneath me.

I collapsed onto the cold, hard and wet cement slab and just laid there, not even making an attempt to get up. I'm just so tired. As I feel myself slowly starting to drift off, I see a shadowy figure of red and black approach me. I was too weak and too tired to do anything, so I just let the blanket of darkness cover me.

Seriously, what is it with me and passing out lately? Sheesh.

 **Let me know what you think and please review, it's begging to be hit.**


	4. Chapter 4

****Disclaimer: I do not own USM or any of it's characters. If I did, it would still be on today T-T****

 ** **Enjoy :)****

* * *

 ** **Heart of a Wolf****

 ** **Chapter Four: A New Home****

 _The sun shines bright over the city. It was a warm spring day as people in the parks were enjoying their day. There were people having cook-outs, playing football, playing Frisbee and other activities, as well._

 _One family in particular was having a picnic on the beautiful green grass. There was an older man in his mid-fifties with grey hair that still held black streaks in it that was held in a low ponytail, copper skin with slight wrinkles on his face and his dark brown eyes that held much wisdom in them was sitting on a picnic blanket with two other people. There was another man, who was younger, in his late thirties with long black hair, copper skin and dark brown eyes. Lastly there was a woman in her mid-thirties with chestnut brown curly hair, tan skin and emerald green eyes smiling warmly. Behind her was a baby stroller with a little baby girl in it sleeping._

 _They were smiling happily and laughing while talking to each other. Not too far from them, was a little girl around six-years old with copper skin, black curly hair and emerald green eyes. She was giggling as she was trying to catch an orange and black butterfly with her hands._

" _ _Tamera! It's time to go home, darling!" the woman called to her daughter who looked up and smiled brightly at the sight of her mother.__

 _She ran over to her mother and hugged her legs tightly while her father and grandfather were packing up._

" _ _Mommy, do you have to leave tomorrow?" Tamera asked her mother as she knelt down in front of her with a warm smile on her face.__

" _ _I'm afraid so, darling" Her mother, Jocelyn answered her, "It's an honor to serve my country and to protect the people I love. Like you, Ayanna, Grandpa and daddy, darling"__

" _ _Can I come with you?" Tamera asked hopefully.__

" _ _I wish you could, Tamera. I wish all of you could, but I'm afraid not" Jocelyn answered sadly.__

" _ _I'm gonna miss you, mommy" Tamera hung her head sadly.__

 _Jocelyn_ _ _smiled warmly as she lifted her daughter's head up under her chin with her finger, "I'm gonna miss you, too. I'm gonna miss all of you, but I'm only gonna be gone for six months. I'll be home in time for your birthday and Christmas"__

" _ _I'm still gonna miss you" Tamera said sadly.__

 _Jocelyn's_ _ _smile held as she straightened herself up and pulled a gold heart locket necklace over her head and held it in front of her as she knelt in front of Tamera again, "Here, Tamera. Take this, that way you will always have a piece of me with you and you will never be alone"__

 _Tamera was in awe as her mother placed the necklace over her head and around her neck. As Tamera looked down at the locket, she smiled bright and hugged her mother tightly._

" _ _Thank you, mommy" she said happily, "I love you"__

" _ _I love you more" Jocelyn returned the hug and hugged her daughter tightly, "And I always will"__

* * *

"Always...always..." I muttered as the dream began to end. I then snapped my eyes open, "Mom?" I sat straight up and looked around to see that I was still in the sewers. I looked down at my hands and saw that I was still a wolf. Tears began to fill my eyes as I hugged my knees to my chest and buried my face in my arms.

"Enough with the waterworks, I don't need a flood in here"

I looked up at the sudden male voice and my tear-filled eyes widened slightly at the sight before me. It was a muscular guy, who looked to be around my age and he was wearing a red and black spider suit with a large black spider on his chest, black fingers, black shoulders and a black mask with large reflective red eye holes. He looked like a Spider-Man wanna be.

I glared at him as I stood straight up and growled at him, "Who the hell do you think you are talking to me like that?"

He then glared down at me, he stood a good six inches taller than me, but I wasn't intimidated.

"I think I'm the one that just saved your life" he shot at me.

"You saved me?" I asked confused, but still had a harsh tone.

"Yea, I found you blacked out and bleeding in front of my place. So, I brought you in before you froze to death or bled out" He explained, "I also patched up your leg the best I could, it's hard to keep it clean down here, but I did what I could"

I looked down at my right leg and saw that my pants were ripped where the wound was and there were bandages over it.

"Thanks" I look up at him, "But I had everything under control"

He scoffed, "Not from where I'm standing" he crossed his arms over his chest.

"Then move down wind" I spat at him as I tried to walk past him, but he grabbed my arm and I looked back at him with a glare.

"Listen here, princess" He began as his eye holes glared at me, "You're on my turf now and I make the rules here. One of them is, nobody tells me what to do and the other is nobody talks to me like that"

"Well, there's a first time for everything, isn't there?" I said to his sarcastically as I yanked my arm out of his grip.

"Hey! We're not finished here, princess" He said angrily as he grabbed my shoulder.

My eyes narrowed and a growl erupted from my throat as I turned my head to look at him. I then grabbed his arm with both my hands and before he could react, I flipped him over my shoulder like he was nothing and he collided into the wall.

He landed head-first on the floor and groaned as he rubbed his head. I stood over him with my hands balled into fists, "Don't you ever call me 'princess'" I growled at him.

He groaned as he stood up in front of me, "No problem... princess"

I growled at him, but then I noticed something in his hand. My necklace!

"Give me that!" I yelled as I snatched it from his hand, "Where did you get this? This is mine! Why do you have it?"

"Take it easy, princess" he replied as he put his hands up in mock defense, "I found that necklace on the ground when I found you"

"Well, don't you ever touch this again! You hear me?! Don't ever touch this!" I screamed at him seething before I turned away from him and placed the necklace back on around my neck. I sighed deeply as I held the locket in my hands.

"Is it that important?" He asked. It wasn't a smart remark, he was genuinely curious.

"You have no idea how important" I said in a whisper as I opened my hands and looked down at the locket sadly.

I took a deep breath as I calmed down before I turned back to him, "I'm sorry for yelling and being so harsh towards you after you helped me. I guess I'm so used to doing things on my own that I never had anyone help me before"

"Forget about it, punk" he waved it off.

"Maybe we should start over" I said looking at him with a small smile, "I'm Tamera" I held my hand out to him.

"Scarlet Spider" He took my hand and shook it, "So, were you always like this?" he referred to my new appearance "Or what?"

I turned around and began to walk around, "No, I wasn't. I used to be normal"

"What happened?" he asked as he walked up to me.

"I used to be human until some freako scientist with eight arms experimented on me and turned me into this" I told him as I looked down sadly at my hands.

"Eight arms?" Scarlet questioned, "He wouldn't be Otto Octavius, would he?"

"The one and only" I answered looking at him, "Why? You know him?"

"He's the reason I live down here" Scarlet answered as his eye-holes narrowed and looked down, "He kidnapped me years ago and experimented on me... painfully. He gave me these powers and made me into a monster" his fists clenched tightly, "Now I live down here... alone where I can't hurt anybody. It's the only place for a monster like me"

"Monster?" I questioned, "Why would you think you're a monster? Because of your powers?"

"Not the powers" he answered as he turned his back to me, "It's what I've done and what I can't change"

"...You hurt someone you loved, didn't you?' I asked him with sympathy in my voice.

He said nothing as he turned back to me, "So, are you feeling better enough to go home or what?"

"Are you kidding me?" I asked him in disbelief, "I can't go back home to my family looking like this" I referred to my new appearance as I hugged myself, "They would never understand. They'd sooner turn me away than welcome me back" a lone tear escaped from my eye and splashed onto the ground. It's true, I can't go back home. My family would never take me back if they saw me like this.

I then feel a hand on my shoulder and I looked up at Scarlet, "I got some spare blankets laying around. You can use them until I get a spare mattress for you"

I smiled brightly as I jumped up and hugged him tightly. I wrapped my arms around his neck as I felt him stiff up, probably because he's never been hugged before.

"Thank you" I say to him, the smile never leaving my face.

"Uh...sure" he answered as he hesitantly placed his hand on my hip and the other hand on my hair, "Don't mention it, punk" I then broke the hug as I looked up at him with a happy smile.

"I'll, uh... go get the blankets" he said as he began to walk off, "You make yourself at home"

I smiled as I watched him walk away to get the blankets, " _ _He's not such a bad guy after all"__ I thought to myself with a smile.

 **Let me know what you think and please review, it's begging to be hit.**


	5. Chapter 5

****Disclaimer: I do not own USM or any of it's characters. If I did, it would still be on today T-T****

 ** **Enjoy :)****

* * *

 ** **Heart of a Wolf****

 ** **Chapter Five: Protect the Family****

It's been three days since Tamera had been mutated and come to live with Scarlet Spider. Even though their first meet and greet was a little rocky, they were trying to get along with each other. Tamera's leg healed fast due to an accelerated healing factor that she had gained from her mutation along with her other inhuman abilities.

Even though Scarlet was willing to let Tamera live with him, there were things that she needed that he didn't have, such as fresh and clean clothes. So, after much convincing, Tamera had talked Scarlet into leading her back to her home, which was in Forest Hills, Queens so that she could gather up some of her clothes and personal belongings.

The sun was just setting in New York as the sky was covered in colors of red, orange and purple. In an unassuming, peaceful neighborhood outside of the city, a manhole in the middle of the street lifted up slightly and the masked face of Scarlet Spider could be seen. He was looking around carefully to see if anybody was around, when the coast was clear, he pushed the manhole cover up and off to the side as he climbed up out of the sewer.

"Coast's clear" Scarlet said as he extended his hands down to me and I grabbed both his hands. He then pulled my up out of the sewer with such ease, like I was light as a feather. When he pulled me up, I lost my balance for a minute because, even though my leg is healed, it still feels a little weak there. Before I fell over, Scarlet caught me and the next thing I know, my face is up against his broad chest while my hands rested on his muscular arms. His hands were placed around my waist.

I looked up at him, blushing like crazy and he said nothing as we just stared at each other for a few minutes.

I cleared my throat before taking a step back, "Um... thanks for... helping me up"

"Sure" Scarlet said absentmindedly, "We better get moving so we don't get spotted"

"Right" I say remembering why we were here in the first place, "My house isn't far from here, it's just a block away. Follow me"

I new a shortcut through one of my neighbors backyard so that Scarlet and I wouldn't be seen. I jumped over the six-foot fence and landed right on my feet, though there was a slight twinge of pain in my leg, but I ignored it as Scarlet jumped over the fence and landed next to me.

"It's just two houses down" I pointed to my right towards two other fenced in yards, "Let's go" we made it through both of the backyards without being spotted before we made it to my place. When we landed over the fence, we stood right in front of our above ground pool with the deck attached to it.

I sighed sadly as I slowly walked over to the back steps that led up to our patio with Scarlet right behind me. When I came up to the screen door, I looked to see if anyone was there, luckily there wasn't. The screen door squeaked slightly as I opened it and stepped inside the kitchen quietly. Scarlet then closed it behind him gently so no one would hear us. I could hear the sound of our 60-inch TV in the living room along with my father talking on the phone.

There are two ways to enter and leave the kitchen, one that enters into the living room and one that goes into the hall on the other side of the living room. We went down the one that led to the hallway, quietly towards my bedroom, which was only two doors away from the kitchen. Once we entered my room, I closed the door silently behind me and sighed in relief.

"Okay, I just gotta gather up some things and then we can sneak out my window here, it leads right into the backyard" I explained to Scarlet.

"Well, make it quick" Scarlet stated while crossing his arms.

I rolled my eyes at him as I headed to my walk-in closet and pulled out a gym bag along with some clothes I kept in there. I walked over to my big dresser and pulled out some shirts, shorts, jeans and other essentials. I noticed Scarlet was just standing at the doorway watching me as I gathered up some of my stuff.

I walked over to my end table where I keep a photo album. It was a light blue leather cover with flower designs on it and in the middle of it in cursive sticker letters it said, 'Memories'. I sighed as I gently placed a hand over it before placing it in my bag. I then got on my knees and lifted up the skirt on my twin-size bed and pulled out a small shoe box. I opened it up to revel stacks of fives and ones along with some coin change.

"What's that?" I heard Scarlet ask behind me.

I looked at him and said, "It's the money I was saving up for collage" I sighed, "I wanted to become a Veterinarian. I've been saving up this money since I was ten, by mowing people lawns, shoveling the driveways in the winter, walking people's dogs and other chores. There's about a thousand dollars here... I guess I might as well put it some use now that I'm not going to collage now" I looked down sadly as I closed the shoe box and placed it my gym bag

I looked back up at Scarlet with a sadden look on my face, "We better get moving" I say as I turn to head to the window, when I hear my father.

"No! You don't understand!" my father yelled, "I will not calm down! My daughter has been missing for five days and you need to do something about it!"

Curious, I walked past Scarlet and to my door before I opened it enough for me to hear what my father was saying. I looked out into the living room and saw father on the phone pacing the length of the living room, which wasn't very big.

"I know my own daughter! It's not like her to be gone for days on end without telling me first" I heard my father say angrily into the phone, "Tamera is a responsible young lady, she would let me know ahead of time if she was going to be gone this long. No, she would never run away, she is a very happy child and has plans for her future. She has a wonderful and loving family here, she has no reason to run away"

"Is that your dad?" I hear Scarlet ask me as he stands behind me.

I sigh, "Yea, that's him. His name is Marc McDaniel and he's the best father anyone could ask for"

"Sounds like he's really worried about you" Scarlet said as I stayed quiet and continued to listen.

"I put in a missing person's report two days ago, yes" My dad said into the phone, "I've printed out fliers and I'm going to hang them up around the neighborhood and the city once my father and youngest daughter get home. Alright, alright fine. All I want is my daughter back home. Thank you" he then hung up the phone and sighed as he sat down on the couch with his head in his hands.

"I wish you were here, Jocelyn. You would handle this so much better than I am, right now" My father prayed to my mother.

I felt tears well up in my eyes, but I wiped them away before they could spill out, "I'm right here, daddy. I'm right here, I miss you and love you so much" I then feel a hand placed on my shoulder and I turned my head to see Scarlet looking down at me with his eye holes slanted sadly.

I smile small at him as I place my hand over his and patted it gently. I then hear the front door open and my grandfather's voice, "Marc, we've got the flyers" he walked up the steps into the living room towards my father along with my eleven-year old sister, Ayanna "You ready to head out and put them up?"

My father looked up at him sadly, "Yea, I'm ready" he sighed as he stood up and placed his phone back in his pocket and Ayanna came up to him.

"Hey, sugarplum" he hugged my sister tightly and she returned the hug. I could faintly hear her crying into my father's shirt.

"I miss Tammy so much, daddy" Ayanna said into my father, "I want her to come home" I felt more tears fill my eyes as my heart ached at her words.

"I know, sugarplum. I know" My father said to her as he soothing ran his hands through her chestnut brown hair, "We miss her, too, but I promise you that we'll find her and we're not gonna stop until she's safe at home"

My bottom lip was quivering as the tears ran down my face. I so much wanted to tell them that I'm here, but I can't risk letting them see me like this.

"Tamera, your family's right there" Scarlet said, "Tell them that you're here, it's obvious that they're worried about you and miss you. Here's your chance"

"I can't, Scarlet" I said to him sadly, "As much as I want to, I can't face them. Not like... not like this" I looked down at my hands before clenching them into fists. I know Scarlet's right, but I can't let my family see me like this, they'd never understand. "It's for the best anyway, they'll be safer without me being around"

"What are you talking about?" Scarlet asked me, confused.

"Because Ock probably thinks I'm dead after I jumped into the bay" I answered as I turned to face him, "So, as long as he assumes I'm dead, he has no reason to go after my family, but if Ock did find out that I am alive and that I came back here to my family, he'll come here, too and they'll become targets. I have to protect my family and this is the only way" I look down sadly at the floor before I looked back up at Scarlet, "They can't know about what happened to me, where I am or even you, Scarlet"

Scarlet sighed as he was about to say something else, but I cut him off, "We have to get going" I pick up my gym bag and head towards the window. I open it up quietly just as Scarlet stands next to me. He looks at me intently as if he's trying to see right through me. He then climbs out of the window and lands in the backyard, I look down to him as he motions for me to come down. I look behind me one last time at the home and family I'm about to leave behind.

I swallowed a lump in my throat as more tears began to fill my eyes. I clenched them shut, "I'm sorry, guys. I love you all so much, I hope you can understand and one day forgive me" I then jump out of the window leaving my old life behind me to start a new one.

 **Let me know what you think and please review.**


	6. Chapter 6

****Sorry this took so long to put up, writers block. Sorry it's a little short :/****

 ** **Disclaimer: I do not own USM or any of it's characters. If I did, it would still be on today T-T****

 ** **Enjoy :)****

* * *

 ** **Heart of a Wolf****

 ** **Chapter Six: Start of a new life****

After gathering up things from her home, Tamera is now starting a new life with Scarlet in the sewers. It's going to take some adjusting for both of them, but they'll get through it together. It was a week after Tamera had left her old life back home and adjusting to being half wolf is hard, because now she had to cut holes in all her pants, shorts and skirts for her tail.

Right now, she was sitting in their home on the old beat up arm chair that is there while reading one of the books she brought from her home. Her apparel was now a red tight-fitting tank top that showed an inch of her stomach while also hugging her curves, black short leather shorts with a hole cut in the back of them for her tail and hugged her hips while exposing the lean muscles in her legs. She had black high heel leather ankle boots with two buckles on them that added a few inches to her height. Her thin grey lips had a shine to them from the lip gloss she applied, her long eyelashes had blue glitter on them that made her green eyes stand out. Her silver nails now had a shade of ruby red nail polish on them that also stood out against her grey fur.

She was waiting for Scarlet to return from the surface because he had up there looking for some food for them. Though it's been a while since he left and Tamera was becoming unsettled.

I've been waiting for quite a while now, waiting for Scarlet to come back with something for us to eat. I eventually lost interest in my book as I closed it and put it off to the side for now. I stood up and stretched my arms over my head.

I decided to look around our home after I fixed it up a little bit and no, I didn't put in a woman's touch. I just fixed it, cleaned it up a bit and added a few things around here, like for instance; I finally got my own bed. Both my and Scarlet's beds are actually attached to the side wall with his above mine while mine is closer to the floor.

The arm chair was also an added feature. I found it in the junkyard while me and Scarlet were looking around for some supplies. Even though it's a little beat up, it's still in good shape and it still holds it's purpose. A few feet in front of the chair was a small TV that we also found in the junkyard and surprisingly, Scarlet was the one that fixed it up. Apparently he's pretty handy with fixing up electronics. Who knew?

I also added a little area for myself whenever I want to get dressed or changed in privacy. Another thing I added was a mirror near my area where I can apply my make-up, fix my hair and check myself after I get dressed to make sure I look okay. I was surprised to find that this place already had indoor plumbing so that's one less thing for me to either add or fix up.

I was walking around when, I tripped over a slab of cement from the floor that was loose and sticking up a little bit.

"Huh..." I look down at it curiously before I crouched down and gripped the slab of cement. I lifted it up with ease, thanks to my newfound strength and I placed over to the side. What I found here was interesting: It was a black leather covered journal.

"What's this doing here?" I asked myself as I grabbed the book and picked it up. The cover of it was a little worn, meaning that this thing has been here for a long time.

I'm every tempted to open this up and read it, but I also feel like I would be invading Scarlet's privacy. On the other hand, there's a lot about Scarlet I don't know and he's not exactly the most open person around. I figured I take a quick peek inside the journal before Scarlet comes back, besides what Scarlet don't know won't hurt him.

I walk back over to the arm chair, with the journal in my hands. I open the cover and I turn the page in the journal and I come to the first entry, it was dated September 10th two years ago.

I then began to read the entry to myself,

" _For months now I've been down here, living in the sewers. They smell like shit, but the boss said that this is what's gotta be done. He said I don't have to like it, but I have to put with it for now until the plan is put in motion. I wish the boss would hurry up with this 'master plan' of his"_

A bunch of questions plagued my mind, but I figured that I shouldn't question Scarlet about it. This is his business and if he wants to tell me, he will... though I doubt he will.

Dismissing all my previous thoughts, I placed the journal back under the slab of cement where I found it and placed the slab back in it's place. I then start to wonder what's taking Scarlet so long. I look down at my watch that I had brought from home and it says eight o'clock on the dot. Scarlet should've been back here an hour ago.

Something's wrong, I know it. I can sense it and I don't know if it's my newfound senses or my gut feeling, but I know that something is very wrong. I'm gonna go look for Scarlet, he might be in trouble or need help, even though I know he can take care of himself, there's only so much that he can handle.

I headed over to my area where I keep my things and grabbed my bag that held all kinds of supplies and my jacket. I put on my black leather jacket and place my brown messenger bag over my shoulders and I head out.

I know where Scarlet went to find food, because I told him where to go. It's this pizza place called Antonio's and I happen to be friends with Antonio. He always gives me the usual on the house, which is an extra large pepperoni, bacon and pepper pizza. I told Scarlet to tell Antonio that he's a friend of mine and I sent him there to get the pizza.

After what felt like forever, I finally found a manhole cover. I pushed it open with very little effort and I poked my head out to see if anyone was around. Luckily the manhole led to an alley that was close to Antonio's. I climbed out of the sewers and I slid the cover back on as I looked around the area. All the sounds I was hear, all the smells I was smelling and things I was seeing were all much more clearer and sharper than ever before. I was still getting used to these heightened senses even though it's been a week already.

I sniff the air a little bit to see if I could find Scarlet's scent, it won't be hard to find since he smells just like the sewer. I then picked up a faint smell of...

"Blood" I said to myself as a chill ran down my spine, making my fur stand on it's ends.

I swallowed hard as I sniffed the air again for scent and found out it was coming from Antonio's. So I hesitantly followed the crimson smell down the alley. Every little sound I hear makes me jump, cause they sound so loud and so close and I keep thinking something bad's gonna happen or already did happen. And I was right.

I gasped at the sight I saw at the end of the alley, Scarlet on the ground in a puddle of his own blood.

"Oh, my God!" I nearly screamed "Scarlet!"

I ran over to him and knelt on the ground next to him. The blood was getting all over my knees, but I didn't care as I looked over Scarlet's battered form. It looks likes he was in a war and lost cause he had deep gashes, cuts and all kinds of wounds littering his body.

I gently turn him over, trying not to jostle any other injuries he might have and I lay his head on my lap "Scarlet? Scarlet, can you hear me? Scarlet...?"

He then awoke with a start as he began to cough and wheeze slightly "Scarlet, are you alright? What happened?" I know I shouldn't be asking that right now, but I've been so worried about him and I wanna know if he's gonna be okay or not.

He takes deep breaths as he looks up at me "Hey, punk... what took you so long?"

I let out a light laugh, seeing that even though he's probably in a lot of pain, he still keeps personality intact.

"What happened?" I asked him.

"I got jumped... by a few of Ock's Lackeys" Scarlet answered as he groaned "They were looking for you... but wouldn't tell them anything, so they tried to beat it out of me" I then helped him stand up since he was a little weak on his feet from the beating "But when I still wouldn't tell them, they decided to leave me here to bleed to death"

"I'm sorry this happened to you because of me" I said with guilt littering my voice as I held onto his arm to steady him.

"Don't worry about it, punk" Scarlet waved it off as we took two steps and he groaned loudly as he held his left side with his free hand. I looked down and I saw that he had a large laceration on his side and it looked pretty deep, too.

"Come on, let's get you home so I can patch you up" I said as I gently guide him out of the alley.

 **I know this chapter was short, and again, I'm sorry about that. Either way, I hoped you enjoyed it because this story is gonna be taking a break for awhile. I am going to be focusing on writing a Mummy story, not sure when I'll put it up, though.**


	7. Chapter 7

****Heart of a Wolf is back! Sorry this took so long to put up, writers block.****

 ** **Disclaimer: I do not own USM or any of it's characters. If I did, it would still be on today T-T****

 ** **Enjoy :)****

* * *

 ** **Heart of a Wolf****

 ** **Chapter Seven: New Faces****

After waiting for hours for Scarlet to return back home, Tamera decided to go look for him herself. After searching for a little while, she found him bleeding in an ally and barely conscious. It turns out that some HYDRA Soldiers had attacked him and wanted him to tell them where Tamera was, but when he refused to say anything, they tried to beat the answers out of him. After getting nearly beaten to death, Scarlet still refused to say anything so the soldiers decided to leave in the ally to bleed to death. Luckily, Tamera found him when she did before he could bleed to death and brought him back home to tend to his wounds.

I helped Scarlet into our home and he collapsed onto his bed while dropping the bag that had the pizza in it on the floor.

"So, what exactly happened?" I asked Scarlet as I grabbed a first-aid kit that's kept in the bathroom area.

"I told you already" Scarlet snapped at me "I got jumped by some of Ock's lackey's as soon as I left the pizza place. They wanted me to tell them where to find you, but I wouldn't talk. When I didn't tell them, they tried to beat the answers out of me and when I still didn't tell them anything, they decided to leave me there to bleed to death"

"Well, didn't they trigger your Spider-Sense?" I asked as I walked back over to him.

"Yea, when it was too late" Scarlet grumbled as he placed a hand on his head.

"It's that kinda odd, though?" I asked him as I rubbed my chin thoughtfully.

I don't know if it's me, but something about this whole thing seems sketchy. For one thing, what made those goons think that Scarlet even knew where I was or who I am for that matter? And second of all, how did they know that I was still alive? I'm not liking this one little bit, I think back to that entry in the journal I read. I can't help but think that Scarlet is hiding something big from me, I'm debating weather or not I should confront him about it, but I don't think I should. Scarlet has trust issues as it is, if he found out I invaded his privacy while he was gone, it would give him another reason not to trust me and I'm lucky enough that he let me stay here with him after everything that's happened.

"What?" Scarlet asked, not looking up at me.

"Well, what made them think that you knew where I was?" I asked him.

"How should I know?" Scarlet snapped "Maybe they were going on a hunch or something, I don't know"

I decided to drop the subject for now and just let it go "Take off your suit" I said as I opened up the first-aid kit.

"Excuse me?" Scarlet asked looking at me.

"You need to take your suit off so that I can get to your... wounds" I said as a blush made its way across my face and I brushed a strand of hair out of my face.

"No way" Scarlet said with a shake of his head "I'm fine, I have a healing factor; the wounds will heal fine on their own"

"Well, in the meantime your wounds are exposed to God knows how many infections" I told him as I placed my hands on my hips "So, until your so-called healing factor kicks in, I need to clean your wounds. Now, either take your suit off on your own or I'll do it myself" I said with a smirk as I crossed my arms over my chest.

Scarlet then stood up and towered over me, I wasn't intimidated by him because I knew that he would never hurt a girl or in this case, a mutant wolf girl. I noticed his hands balling into fists as he looked down at me with his eye holes narrowed. We glare at each other for a little while, neither one of us backing down.

After a few more minutes of this stare down, Scarlet turned his head away from me "I can't" he muttered.

"What?" I asked, wanting him to speak up.

"I said, I can't!" Scarlet said a little louder as he looked back at me "I... I can't take off my suit or my mask"

"Why?" I asked, my voice softening.

"Because... because you're not gonna like what you see under here" Scarlet answered his head lowering sadly.

It was strange seeing him like this, with his guard lowered and everything. In the time that I've known him, he's always been so strong and proud. Now, here he is lowering his walls for the first time in front of me. I don't understand why he would want to hide his face for, I need to see it for myself.

"Don't be stupid, Scarlet" I say as my hands slowly reached up and grabbed the edges of his mask.

I slowly began to pull it up when Scarlet grabbed my hand and I felt a weird sensation go through me that made my fur stand on ends "Wait. Are you sure?" he asked me, his voice low.

My face softened and I smiled small at him "Yeah, I'm sure" I nodded my head as he let go of my hand and I pulled his mask over his head. I looked right into his face, he was actually pretty handsome. He had a chiseled face with dark blue eyes and light brown hair in a buzz cut hairstyle and he had a small scar in between his eyes. I don't understand why he would want to hide his face, I don't see anything wrong with it other than the fact that he's got a scar on his face, but other than that, I see nothing wrong.

"Why would you wanna hide a face like this?" I asked him "I don't see anything wrong with it" he didn't say a word as he just looked down at me "Is it because of your scar?" I then saw his muscles tense and his lips pursed into a thin line as he narrowed his eyes down at me. Bingo! That was it.

"Scarlet..." I sighed with a shake of my head "You shouldn't have to hide your face because of your scar"

"How would you know anyway?" Scarlet snapped at me as he snatched his mask from my hands.

I puffed my cheeks in annoyance "I may not know what it's like to have physical scars, but I do have other scars, you know!"

"Yeah? Like what?" Scarlet asked, his tone uncaring and it was getting on my nerves.

My hands clenched into fists and a growl escaped from my throat "Do you have any idea what it's like to be a social outcast because of what you are?! To have everyone judge you based on how you look or judging you before they even know you?! Do you have even the slightest idea what it's like to loose your mother at a young age?! To be a little kid and to know that you're never gonna see your mother again?! Do you have any idea how much that hurts? Do you know what it's like to trust someone with everything you hold dear and then have them hurt you in the worst way possible? I don't have any physical scars like you, but I do have emotional and mental scars! You're not the only one who has a shitty life, you know!"

I felt tears well up in my eyes as I stormed out and away from him. I don't expect him to understand, I don't even expect him to care. I just wanted him to know that he's not the only person in the world who has problems or has a shitty life. He gets me so angry sometimes! I don't know if it's his attitude, his selfish nature or the fact that he's so cute. Wait... cute? Ugh! Even when I'm not around him he manages to get under my skin.

Okay, I'll admit it; he is pretty cute and _sometimes_ he's sweet and is respectful. But right now, he's just driving me crazy!

I don't even know where I'm going, I'm just walking aimlessly trying to get mind of that pain in the ass Scarlet Spider. I come to a random sewer entrance and just sit down with my arms crossed with a huff. What is it about Scarlet that gets under my skin? He's just so...so... I can't even find the words that describe how much he drives he crazy.

With a deep growl I slam my fists behind me against the wall hard and I hear it crack a little, but I didn't care.

Suddenly, I hear a noise. My ears pricked up at the sound, it sounded like an animal. A baby animal, light barking. Puppy barking? But how's that possible? My ears start to twitch trying to locate where the sound was coming from. Knowing that I needed to vent and get my mind off of Scarlet, I decided to go and investigate the sound. So I let my ears guide me down the twists and turns of tunnels down here.

I was led to a closed off section of the sewers, which by my guess was under construction. The barking gets louder as I approached a boarded up sewer entrance. I don't know why, but for some reason I have this strong feeling that I need to get to these puppies to make sure that they aren't hurt.

I then grabbed one of the thick wooden boards and using my newfound strength, I ripped it right off. I did the same thing with the other boards until there was a big enough space for me to fit through. I climbed over the few remaining boards and into the tunnel, the barking was close that's for sure, but then the barking turns to whimpering. I felt some fear creep up inside me when I hear the whimpering, but then my fear increases when the smell of blood reaches my nose. I continue down the tunnel a little more before I come to a battered and beat up pipe in the wall.

You could clearly hear the whimpering coming from in there along with the strong scent of blood. I swallow hard as I carefully walked in front of the pipe. The pipe was only a feet above the ground, so I won't have to strain myself to see inside. I look inside the pipe and I see piles of old beat up newspaper and garage inside, it's clear that something is living in here. I then see one of the pieces of paper move out of the corner of my eye. There was something moving underneath the paper.

I cautiously grab the paper and move it away to see the most adorable sight I've ever seen: two little white wolf puppies cuddled up together. They were both a little dirty, covered in mud and they looked to be only a few weeks old. The poor things.

"Hello, little ones" I whispered so that I wouldn't scare them as I gently reach my hand out to touch them and one of the little puppies lifts their head up.

My hand inches closer to the little pup and my lock with pale blue eyes. They must be only few weeks old if their eyes are open. The little pup looks my curiously and began to whimper sadly.

"It's okay, little one" I said reassuringly "I won't hurt you" my hand then hovered above the pups head, I was a little unsure if I should pet it, but then the pup rubs it's head against my hand. A smile made it's way across my face for the first time all night. For some reason, knowing that this little pup trusted me was the best feeling in the world. I look behind the pup to see the other one sleeping peacefully on the dirty paper.

"You poor things" I say as I gently stroked the pup's head "Where's your mamma?" that's when I remember the smell of blood that came from here. That's when I noticed an old puddle of blood covering the lower part of the pipe. I knew the blood wasn't from the pups blood because there wasn't a scratch on them. I inched closer inside the pipe where the smell was intense, but it didn't bother me.

Then, I saw something that made me sick to my stomach: an adult mother white wolf's body was laying lifelessly in the back of the pipe with open wound covering her body, but what made me sick was that her throat had been ripped out. That's what killed her. I then see another body next to her, it looked like a large dog, I couldn't tell what kind because the body was all mangled up.

That's when it started to click for me, this mother died trying to protect her pups from becoming a meal to another dog. This sadden me so much, I didn't know why though. Was it because that now these pups were without a mother and were defenseless or the fact that this mother died being a good mother to her pups? I don't know, but it was awful and I can tell you this right now, there is no way in Hell that I am leaving these puppies out here by themselves. They are way too young to be without their mother and they needed someone to protect them and take care of them.

A sad smile appeared on my face as I picked up the pup that I petted and held it gently in my arms. I checked it's gender and saw that it was a boy while checking the other pup who turned out to be a girl. Aw! Twins!

I then picked up the girl puppy and held them both in my arms and gently held them against my body since it was freezing down here and their coat was thin. So, I used my body heat and my fur to keep them warm until I get back home. I know that as soon as I get home that I'm gonna hear it from Scarlet for bringing two wolf pups home, but you know what? I don't care. These pups need a home and someone to take care of them and that's exactly what I'm going to do. It maybe Scarlet's home that I'm living in and his rules I go by, but I still have a say in what I can or can't do, so Scarlet's just gonna have to deal with that.

I can't wait to see the expression on Scarlet's face when he sees me walk in with two white wolf pups. It's gonna be hilarious!

 **Let me know what you think :)**


	8. Chapter 8

****Sorry this took so long to put up.****

 ** **Disclaimer: I do not own USM or any of it's characters. If I did, it would still be on today T-T****

 ** **Enjoy :)****

* * *

 ** **Heart of a Wolf****

 ** **Chapter Eight: The start of something new****

After Tamera had discovered two orphaned white wolf pups in the sewers, she decided to take them in and care for them herself.

I walked right into our home with the two wolf pups in my arms. As soon as I walked in, I didn't see Scarlet around, but then I saw him in his bed with his back facing me. I didn't really want to talk to him right now, I'm still pissed at him from before. I walked over to my own bed and placed the little pups on it and wrapped them up in a blanket. The poor things are freezing to death with it being so cold down here in the sewers.

"There you guys go" I say as I wrap the blanket securely around them "Now you'll be nice and warm" the two pups then snuggled closer together and a small smile formed across my face. The poor things. So young to be without their mother.

"I bet you guys are hungry" I say as I get up and head to the little kitchen area to find something to rustle up for these little guys.

We didn't have much as it is, since we're not exactly stocked up on food, but I'll do what I can with what we got I guess.

I'm also trying to figure out how and why the pups and their mother ended up in sewers. It was odd, I was also wondering how a street dog could kill a wolf because everyone knows that a wolf would pretty much own a dog in a fight. The only thing I can think of is that the mother had to have been sick or something or maybe the dog had rabies. Now that I think about it, I was able to smell something odd about the other dog. Who knows for sure, right? Right now, I'm just glad I was able to find the pups in time.

"Is it true?" I heard Scarlet ask from behind me. I turn around and I see him standing next to my bed with the pups.

"Is what true?" I asked him, looking away from him.

"That you were tormented in school just because of who you were?" He asked and I could hear the seriousness in his voice.

I swallowed hard as my muscles tensed when he asked that. Why does he care all of sudden?

"Why do you care?" I asked him, trying to sound tough.

"Who says I do?" He answered me. See? I told you, he never cares about anyone or anything other than himself "I'm curious more than anything right now"

"So what if it was true?" I asked as I swallowed a lump in my throat "It doesn't matter anymore anyway, it's in the past" I don't know what was more upsetting for me, the fact that I'm still mad at Scarlet from earlier or thinking about all the terrible things that happened to me in the past.

I heard Scarlet sigh with frustration, I guess he's giving up trying to get me to open up to me. Now he knows how I feel when he doesn't open up to me, but I doubt he really cares.

"What are these things doing here?" I heard Scarlet ask.

I turn around and I see him looking down at the two pups on my bed and his eye holes are scrunched up in annoyance.

"I found them in the sewers, Scarlet" I told him and walked over to him, but didn't get next to him.

"Again, I pose the question: What are they doing here?" Scarlet asked me narrowing his eye holes at me.

I scoff at him "I wasn't just gonna leave them in the sewers, Scarlet. Are you nuts?" I pause as I just stare at him "You know what, please don't answer that" I just turn away from him.

"Get them out" He stated in a harsh tone.

I turn to face him with an annoyed expression on my face as I tried to hide my anger "Excuse me?"

"Get. Them. Out" he said in a harsher tone as he narrowed his eye holes at me.

"They're not going anywhere" I stated defiantly as I crossed my arms over my chest "They're staying here and that's that"

I heard Scarlet growl as his eye holes were scrunched up in annoyance. He then went and picked up the pups in the blanket I wrapped them in and was heading out the entrance.

"What are you doing?" I demanded, but he ignored me and kept going.

I heard the pups starting to whine and whimper and something inside me ignites. For some reason, I feel a strong urge to protect the pups from Scarlet. I feel my hands clench into fists as my eyes narrowed. I took one step towards Scarlet and before I knew it, I was standing right in front of him. How did I even get in front of him so fast? I only took one step before I went after him. Apparently, Scarlet looked just as stunned as I was when I just appeared in front of him so fast.

"What the hell do you think you're doing?" I growled at him.

"I don't want these mutts living here with us" Scarlet answered me after he recovered from the shock.

"If you leave them out in the sewers, they'll die" I told him with a growl "They'll never survive out there on their own"

"That's not my problem" Scarlet spat at me and I felt my anger rising.

"You're not gonna leave them out there and I won't let you" I growled as my voice began to deepen.

"Oh yea?" Scarlet asked not even caring or notice my voice getting deeper "Just watch me"

He began to walk past me, but I took the pups from his hands and held them in my arms in a protecting embrace.

"What are you doing?" Scarlet growled at me.

"These pups are staying here weather you like it or not, Scarlet" I said as I narrowed my eyes at him.

"Look, this is my home and I make the rules here" Scarlet began "And I say they can't stay here"

"The hell they can't!" I yelled at him as my anger continued to rise.

Scarlet glared down at me for a few seconds and I glared right back at him. He then looked away and sighed as he began to calm down.

"Were they alone?" Scarlet asked me, his voice serious.

"Yes. Their mother was killed by a rabid dog" I told him as my expression softened.

"Are you sure?" Scarlet asked his eye holes narrowing down at me.

"Yes, I saw the bodies and there's no others around here" I told him honestly.

He sighed again as he shook his head "Fine, they can stay, but you're taking care of them. You got that?"

I smiled up at him "I got it and don't worry you'll make a good daddy" I joked as I placed the pups back on my bed.

"Daddy? Keep dreaming, Tamera" Scarlet yelled back to me and I couldn't hold back the smile that made it's way across my face.

I sat down on my bed next to the pups and the little girl pup looked up at him with her pale blue eyes and she let out a happy sound as she rubbed her head against my hand. I smiled gently down at her as my other hand gently petted the back of her head.

This could be the start of something new for all of us.

 **Let me know what you think :) I'm not sure when the next chapter will be up because I have other stories to work on.**


	9. Chapter 9

****So so sorry this took so long to put up.****

 ** **Disclaimer: I do not own USM or any of it's characters. If I did, it would still be on today T-T****

 ** **Enjoy :)****

* * *

 ** **Heart of a Wolf****

 ** **Chapter Nine: HYDRA Attacks****

 _Four months later..._

It has been four months since Tamera had taken in the wolf pups and since then, the two pups have grown up quite a bit. At four months old, the pups aren't full grown yet, but they are getting there. Tamera had named them, she gave the girl the name Leyla which means "Loyal Friend" and she gave the boy the name Maska, which means "Strong". Tamera had named the pups based on their behaviors and personalities. Over the months, Leyla has always been by Tamera's side and is very protective of her, so Tamera determined her to be loyal. Maska had gotten his name because of how strong he was to survive without his mother for weeks and for how strong he has been for his sister.

Even though he was dead-set against letting the pups stay with them, they were starting to grow on Scarlet. He figured they were gonna be a burden for them or something, but they proved him wrong. Especially Maska, who has grown close to Scarlet; he follows Scarlet almost everywhere, including above ground.

Ever since the incident with Scarlet getting jumped by some HYDRA Soldiers, Tamera had urged him to be extra cautious. Once Maska was old enough to be able to go above ground, he goes with Scarlet every time he goes above ground. Scarlet's grown pretty fond of the young white wolf, as well. Maska is always by Scarlet's side, like Leyla with Tamera.

Right now, they were all sleeping in their beds peacefully. Scarlet was sleeping above Tamera, lightly snoring away with Maska laying across his abdomen while Leyla was curled up into Tamera's back as she slept.

Suddenly, Leyla's head picked up as her ears twitched and she looked around above her. She heard something that was above ground and she stood up on all fours. She began to whine, waking up her brother in the bed above her. Maska then, too heard something going on above ground as his ears picked up something and he looked up.

Leyla then turned around and processed to wake up her "sister" wolf. She licked Tamera's face, trying to wake her up.

Tamera groaned "Okay, okay. I'm up..." she blinked her eyes open as Leyla moved back a bit "What is it, girl?"

Leyla began to howl and whine along with Maska who was now just as distressed as his sister. Tamera is now able to understand what the wolves say, another part of her new found abilities and she knew that something was wrong.

"What?" Tamera asked Leyla who whined in response and Tamera nodded "Okay"

Tamera then climbed out of her bed and climbed up to Scarlet's bed, who surprising, was still asleep despite the commotion that Leyla and Maska were making.

"Scarlet" Tamera said, no response "Scarlet, wake up" she shook him this time and he groaned.

"What is it now, punk? I'm trying to sleep" His eye holes scrunched up in annoyance at her.

"Something's wrong" Tamera told him "Leyla said that there's something strange going on above ground and we have to check out"

"Wait... How? Oh, never mind" Scarlet groaned as his head hit the pillow again and he face-palmed himself "I forgot that you can talk to the mutts now"

"Just get your ass up and let's go" Tamera said getting frustrated with him and she jumps down onto the ground.

Leyla walks over to Tamera and whines lowly as she stands behind Tamera's legs "It's okay, Leyla. We'll find out what's going on"

"Alright, punk" Scarlet landed next to Tamera "Let's get going"

"Okay" Tamera said as she bent down in front of Maska and Leyla "You two stay here" Maska whined in disappointment while Leyla whined disapprovingly.

"You two will be safe down here" Tamera reassured them "Whatever's going on up there, I don't want you two getting hurt. Okay?"

Leyla grunted in agreement along with Maska who rubbed his head against Scarlet's hand. He gently petted the top of Maska's head before he and Tamera left their home to see what was going on above them.

They headed down a tunnel that led straight to the Bay, hopefully from there they'll be able to make their way to the shore to see what was going on. Scarlet was in front of Tamera so when they got to the tunnel entrance, Scarlet was the first one to see what was happening.

"What is it, Scarlet?" Tamera asked as she came up behind Scarlet and looked over his shoulder to see outside.

"Trouble" Scarlet simply said without looking at her.

She leaned over further and gasped at what she saw. A giant ship with the HYDRA symbol floating in the sky. All around it were Goblin HYDRA soldiers on gliders.

"Oh, my God" Tamera gasped at the sight.

"If HYDRA is here, than that means Ock isn't far away" Scarlet stated with growl.

Tamera wasn't paying attention to him for she was looking up at the top of the ship where she saw two figures up there. With the help of her enhanced sight, she could clearly see who the figures were: Ock and Spider-Man.

A deep growl erupted from Tamera's throat when she saw Ock, the sight of him made her blood boil. Her hands balled up into tight fists and her eyes narrowed, unaware of them darkening in color and becoming more dilated.

"Tamera... Tamera? Yo, punk" Tamera snapped out of her trance when Scarlet shook her "What happened? You spaced out on me"

"Sorry" Tamera muttered before looking back up at the ship and gasped.

"What now?" Scarlet asked her.

"Look!" Tamera yelled pointing towards the ship. Scarlet looked to see Spider-Man falling from the ship and heading down to the bay with Ock's tentacle wrapped around him.

"Scarlet, we have to do something" Tamera said worriedly as Spider-Man inched closer and closer towards the water.

"What do you mean _we_?" Scarlet asked her with one of his eye holes raised.

"If one of us doesn't do something, he'll die!" Tamera yelled at him.

He looked away from her and down at the water, then without another word, Scarlet dived head-first towards the water.

"Are you crazy?!" Tamera yelled after him "You hate water!" she watched Scarlet swim away as Spider-Man hit the water.

Sighing in defeat, Tamera took a deep before she too jumped down into the water. Her body slapped the water loudly and painfully as it stung her through her fur. She then swam up to the surface and looked around frantically, her drenched hair slapping itself with every turn of her head.

She then saw Scarlet dragging Spider-Man towards shore. She then swam over to him and they were now in ankle deep water.

"Is he okay?" Tamera asked Scarlet, out of breath.

"Don't know" Scarlet huffed as he too was out of breath. Tamera then helped Scarlet drag Spider-Man onto the shore. They dropped him onto the pebbled shore as they both caught their breath. Tamera pushed back her drenched black bangs out of her face and Scarlet couldn't help but stare at her. Seeing her entire face for once was something else, he thought she looked beautiful like this, it also didn't help the fact that she was soaking wet causing all her clothes to cling to her body. All of her curves were brought out perfectly and Scarlet's breath caught in his throat as he scanned her body up and down. She looked so much different like this to him, how is it he's just now feeling like this around Tamera? But what is he feeling? He's never experienced this kind of feeling before.

"Scarlet? You okay?" Tamera asked him, snapping him out of his daze.

"Yeah... I'm fine" he looked away, clearly embarrassed by this. Thank God the mask hid his flushed face "How's this punk?"

Tamera got down on the ground next to Spider-Man and put her ear to his chest "He's still breathing, so he's still alive"

Scarlet said nothing as he looked down Spider-Man "We gotta pry this thing off him before it causes any permanent damage to his insides" Tamera gripped the tentacle tightly and began to tug on it, trying to pry it apart.

Scarlet rolled his eyes "Here, let me do it, punk. This takes muscle"

Then Tamera pried the tentacle off and tossed it aside "You're right" she dusted her hands off while smirking at him "It did"

Scarlet was shocked, but he didn't let it show. He was actually impressed with Tamera at how strong she is, he knew she was strong he just didn't know how strong.

There was then a groan next to them and they saw that Spider-Man was coming to "Let's give him some air" Tamera said as she grabbed Scarlet's hand and led him up to the rocks behind them.

Spider-Man blinked his eyes open to see HYDRA Island flying above him. He then stood up with a start "No! HYDRA can't win!"

He groaned as he held his arm, which was sore from having Ock's tentacle wrapped around him and looked out towards the mostly destroyed Triskelion.

"SHIELD, my friends, everything... It's all gone" Spider-Man said with sorrow in his voice but then spoke with confidence "Except me, I'm still the Ultimate Spider-Man. I can do this"

"Do what?" Scarlet scoffed as Spider-Man whipped around to see Scarlet standing over him on the rocks with Tamera sitting next to him "You couldn't even save yourself"

"Who are you?" Spider-Man demanded almost fearfully.

"We're the ones that pulled you from the bottom of the bay" He answered "You're welcome. Oh and Tamera pried this off you" he shot his web out and caught the tentacle before throwing on the ground in front of Spider-Man.

"Webs? You're a spider, too?" Spider-Man asked, surprised.

 _'No shit, Sherlock'_ Tamera thought to herself with a roll of her eyes.

"Not just _a_ spider, the _first_ spider" Scarlet answered him.

"The what?"

 **Let me know what you think :)**


	10. Chapter 10

****Sorry that this is short, my parents and I are moving in three days so I won't be able to update any of my stories for a little while. Sorry :/****

 ** **Disclaimer: I do not own USM or any of it's characters. If I did, it would still be on today T-T****

 ** **Enjoy :)****

* * *

 ** **Heart of a Wolf****

 ** **Chapter Ten: HYDRA Attacks Part Two****

After saving Spider-Man from drowning, Tamera and Scarlet soon found themselves in the middle of a battle, along with Spider-Man. The Goblins with gliders had spotted them and almost immediately were on top of the super-powered teenagers. Tamera knew that they were from HYDRA due to the symbol on their chests, which pissed her off because she knew that Ock wasn't far away. Tamera wants her chance to make Ock pay for he did to her just as much as Scarlet wants pay back against him.

All three of them had fought off the Goblin Soldiers before Scarlet and Tamera were about to head back to the sewers, but Spider-Man made the mistake of antagonizing Scarlet. A fight the ensued between the two spiders before Scarlet realized that he and Tamera were now caught up in this mess with Doc Ock and his goons.

When Spider-Man learned of Scarlet and Tamera's mutual hatred for Ock and a small piece of Scarlet's past, he wanted them to help him take Ock down, but Scarlet refused stating that he doesn't help. That's when Tamera convinced him to help out Spider-Man, saying that it would be their chance to finally find Ock and make him pay for he's done to both of them. Scarlet finally agreed, telling Spider-Man that as soon as Ock is down, he and Tamera are gone.

The three of them had made it to Times Square where they found the rest of the students from SHIELD Academy imprisoned with Goblin Soldiers everywhere. Spider-Man wanted to save his friends right then and there, but Scarlet held him back saying that if did try to save them he would end up getting captured too. That's when Spider-Man had the idea of heading to OSCORP since that's where the original Goblin serum was made and he had hoped that would be the place to find an antidote to turn the HYDRA Soldiers human again.

They made it back into the sewers where they had encountered Kraven the Hunter, seeking to capture Spider-Man. He was surprised to find a wolf and another Spider-Man with him, but Scarlet told him that he and Spider-Man aren't the same as he unsheathed his stingers to break free of the net Kraven had snared him and Tamera in. While avoiding Kraven's attack, Scarlet had freed Spider-Man from the net he was trapped in while Tamera kept Kraven busy. Then, Spider-Man had dropped over a ton of pipes and concrete onto Kraven with the use of his web shooters.

As soon as the three of them made it to OSCORP, they found that Ock was already there, attempting to turn Norman back into the Goblin. But when Norman told Ock that he had developed a cure to keep from turning back into the Goblin again. Ock was not pleased to hear this, but then he turned his attention towards Harry who he had decided he wanted to turn into a Goblin. That's when Spider-Man had intervened, he saved Harry from Ock and freed Norman just as Ock was about to attack, Scarlet and Tamera jumped in. Ock looked in hatred at Scarlet while he was somewhat surprised to see Tamera as well. Scarlet and Tamera unleashed all their anger rage on Ock. Scarlet had Ock right where he wanted him, but before he could finish Ock, the Goblins intervened and knocked him down. Ock then had Scarlet pinned down and was about to finish him off when Tamera got between Ock's tentacle and Scarlet. Using her wolf strength, she held the tentacle up and away from Scarlet while Ock fought her strength. Tamera told Ock to stay away from Scarlet in a deep and angry voice before she forced him through the wall behind him. Scarlet noticed that Tamera's animal side was really starting to show, he was somewhat concerned about the fact of it getting out of control, but he didn't show it.

Scarlet then turned his attention back towards Ock, who had recovered from being thrown through the wall. He dropped part of the ceiling onto Ock, but he easily tossed it off of him with his tentacles. Scarlet then swung over to him on his webs and knocked out towards the windows, but Ock had grabbed Scarlet's leg at the last second and brought him down with him. Tamera wanted to help him, but it was too late. She then helped Spider-Man deal with the rest of the Goblin Soldiers. She took out the two that had Spider-Man by lifting up a large generator and hurled it towards the Goblins. They dropped Spider-Man and fell of their gliders onto the floor, unconscious.

Spider-Man sighed, "Thanks, Tamera. I owe you one" Spider-Man said as she walked over to him.

"Anytime" she told him as she brushed a strand of her black hair out of her face.

"Where's Ock?" Spider-Man asked, but before Tamera could answer him, Scarlet appeared.

"I had him on the ropes, but the coward turned tail escape" He replied with his hands on his hips.

"You're alive!" Tamera shouted happily as she ran up to Scarlet and hugged him tightly. Once Tamera realized what she did, her eyes widened and she looked up at Scarlet who was just as shocked as she was at what she just did.

She flushed deeply as she pulled away quickly and cleared her throat "Just... uh...glad you're um...okay"

"Right" Scarlet mumbled under his breath.

"So, Ock got away?" Spider-Man asked, feeling awkward about the situation.

"Didn't I just say that?" Scarlet asked with an attitude.

"Well, we'll find him again. I promise" Spider-Man told him.

Spider-Man then turned towards Norman and Harry, "But Norman, why'd Ock go after Harry and not you?"

"I vaccinated myself" Norman told him "I promise my son I would never turn into a Goblin again and that's a promise I intend to keep"

"If the vaccine worked on you, can it change back Ock's Goblin army?" Spider-Man asked Norman.

"Well, yes with some modifications I believe it could become a cure" Norman answered him.

"Then let's get to work" Spider-Man said as he, Scarlet and Tamera began working on modifying the cure. Tamera was able to lend some assistance considering when she was back in high school, she had took Chemistry for three years and passed the class every year. So, she's very good at Chemical Synthesis.

They soon finished modifying the cure and stored it special gauntlets that Spider-Man had designed. He made one that would be easy for Tamera to use since she doesn't have powers like him and Scarlet. He placed it over his web shooters before tossing one over to Scarlet.

"Here, put these over your web shooters" Spider-Man told him.

"Web shooters? What are you talking about? My webs are organic" Scarlet told him as he caught the gauntlet.

"It's true" Tamera said as she walked over to them "His webs and stingers are all organic"

"Ew! Let me see" Spider-Man exclaimed

"Easy, Spider-Nerd" Scarlet said as he placed the gauntlet on his wrist "Just tell me how to use them"

"It's simple" Spider-Man began "When we launch the darts, it'll carry the cure. Like this" He launched a dart at one of the fallen Goblin soldiers and he reverted back to human form as soon as the dart hit his skin. Scarlet did the same as Spider-Man to the fallen Goblin Solider that was next him and he too reverted back to human form.

"And Tamera" Spider-Man turned towards Tamera "I know that you don't have the same powers that Scarlet and I have, so I have something that'll make it easier for you to use"

"What?" Tamera asked with a raised eyebrow. Spider-Man walked over to one of the counters and back over to Tamera holding a special type of gun.

"I've already loaded the darts in here, so you'll be able to help in reverting the Goblin soldiers back to normal" Spider-Man handed her the gun and she took it carefully, since she never held a gun before. She then strapped it to her hip securely.

"Now nobody has to live the nightmare of being a Goblin again" Norma said as he and Harry walked over to the three super-powered teens.

"Ock and HYDRA had us on the run" Spider-Man said "Now it's time to take the fight to them" he raised his hand to Scarlet for a high-five.

"Yeah" Scarlet face-palming himself "I don't do high-fives"

"Figures" Spider-Man said as Scarlet walked off.

Tamera then came over and high-fived Spider-Man "Thanks, Tamera"

"Sure thing, Spider" Tamera replied as they went to go put a stop to Ock and HYDRA together.

 **Let me know what you think :)**


	11. Chapter 11

**I am so sorry this took so long to put up, life's been crazy and I also haven't had any motivation for this for a while, but I'm gonna try to get in the groove. Not sure when the next update will be :/**

 **Disclaimer: I do not own Ultimate Spider-Man or any of it's characters.**

 **Enjoy :)**

* * *

 **Chapter Eleven: HYDRA Attacks Part Three**

In Times Square, where the S.H.E.I.D Academy students were imprisoned in cells, Goblin soldiers were all over the place guarding them. Some of them were even flying in the air on their gliders. The students were still trying to figure out a way how to escape from their cells and the soldiers.

"HYDRA's really out done itself with that mind ray" Iron Spider whispered to Agent Venom.

"It didn't work on me" Venom whispered back to him.

"But I can't determine what would cause that" Iron Spider replied "A frequency that doesn't effect spiders?"

"Spider-Man would know..." Venom said before looking down "If he's still alive"

"I heard you missed me" Spider-Man's voice is heard as he first appears on the jumbo tron before appearing right in front it "I'm back"

"Yes! Spidey rules" Venom cheered.

"Time to do my friendly neighbor hood wall-crawling thing" Spider-Man said as the Goblins fired at him, but they only ended up shooting the jumbo tron as Spider-Man landed on the ground. When he did, two Goblin soldiers appeared behind him on their gliders about to fire, but then Scarlet swings in and knocks them off their gliders "Oh, and I brought a friend" Spider-Man said as Scarlet webbed the Goblins to a near by building before he landed above them.

"I'm not your friend!" Scarlet yelled at him.

"Some new guy?" Venom asked and Iron Spider shrugged his shoulders "His costume's lame" he muttered the last part.

Suddenly, a Goblin is thrown face first into Venom's cell before sliding off of it and onto the ground. When he did, Tamera was seen there dusting her hands off with her launcher attached at her hip.

"Did you forget me, Spidey?" Tamera asked with her hands on her hips.

"Sorry, Tamera" Spider-Man told her and she waved it off.

"Whoa..." Venom breathed out.

"You had me on the run before" Spider-Man said as more Goblins surrounded him and Tamera "But let's see how you like it with two spiders and a wolf in the house"

Scarlet landed on top of the cells while kicking a Goblin away as they began to fire at him, but he took them out easily. Spider-Man webbed up the man-hole cover underneath him and swung it around him while hitting the two soldiers that were behind him. They collided into a building before Spider-Man hit them with the darts of the goblin cure.

"Don't worry Gobby soldiers" Spider-Man said "When you wake up, you'll be back to your normal human selves"

Two Goblins soldiers were firing at Scarlet as he ran towards them and kicked them down hard before he injected them with the cure. He looked over and saw Tamera facing off three Goblins as they circled her. Tamera smirked at them, thinking that they had an easy target, but they thought wrong. In a swift motion, Tamera sweeped her leg underneath one of the Goblins knocking him down while she she a vaulting back-flip on the one behind her while kicking him in the back before she landed. Tamera landed on her feet perfectly as the Goblin landed on top of the other one when the third Goblin began to fire at her, but she dodged the blasts as did a roundhouse kick to the Goblin's unprotected face while sending him to the ground. When all three of them were down, she shot each of them with the cure in her launcher gun.

"Wow, she's good..." Venom said as he watched in amazement "I like her"

Tamera looked over at Scarlet and smirked at him as she brushed her black locks out of her face. Scarlet was somewhat impressed what Tamera did, not knowing she had those kind of skills. It's rare when Scarlet is impressed, but with Tamera, she's just full of all kinds of surprises.

Suddenly, more Goblins on their Gliders appeared firing missiles at Spider-Man before he webbed off with Scarlet and the Goblins not far behind. Scarlet was a little apprehensive about leaving Tamera to deal with the rest of the Goblins on the ground by herself, but he also knew that she could handle herself.

There were about half a dozen Goblin Soldiers left on the ground and they had surrounded Tamera. She looked around at the circle they formed around her and smirked. Tamera ran towards one of them as he began to fire at her, but she slid right underneath him and landed right behind him. She then jammed the heel of her shoe in the back of his knee as he yelled in pain and fell to the ground. Tamera then shot him with the cure and he reverted back to normal.

"One down and five to go" Tamera said as she looked up at the others were firing at her. She ran towards the cells and lept up onto them as she narrowly dodged their laser fires. Tamera flipped away from a laser fire and landed on top of Cho's cell as she fired the cure at three of the Goblins reverting them to normal.

One more was left as he glared up at Tamera while firing at her. She jumped off the cell and onto the ground as the Goblin continued to fire at her. She did a few back-flips as the laser fire ended up hitting the cells and just barely missed a few of the students.

"Hey!"

"Careful!"

"Watch it!"

"Sorry!" Tamera told them from the other side of the cells as she jumped out of the way of the laser fire. She then landed behind the Goblin and as he turned around, she kicked him square in the chest knocking him down. She stood over him with her launcher in her hand "Have a dose of reality, pal. You need it" she then shot him with the cure and returned to normal.

"Awesome!" Venom yelled "Way to go, babe"

"'Babe'?" Tamera questioned with her hands on her hips as she narrowed her eyes at him.

Just then, Spider-Man and Scarlet came in on one of the Goblin's gliders as Spider-Man landed in front of his caged friends while Scarlet remained on the Glider.

"Oh, hey guys" Spider-Man said to them "Wouldn't happen to have a key would you?"

"I deduced that these cells are controlled by that generator" Cho said pointing behind him towards the generator "But we can't get to it"

Spider-Man jumped on top of the cells along with Tamera as Scarlet flew over them on the glider "Scarlet?" Spider-Man asked him.

"Relax, I got it" Scarlet answered as he jumped off the glider and stabbed his stingers into the generator, destroying it.

The cages then opened and the students cheered as they ran out of the cells and as Scarlet joined Tamera and Spider-Man on top of the cells.

"We did it!" Spider-Man cheered "Scarlet, you're not gonna like hearing this" he placed his hands on his and Tamera's shoulders "But you, me and Tamera make good team"

Scarlet shoved his hand off his shoulder "There's no 'I' in team. I'm only here for myself... and Ock"

Tamera rolled her eyes "Speak for yourself, sunshine. I'm also here for Ock, but also to help out and do the right thing. You should really learn how to do it"

Scarlet just narrowed his eye holes at her as Venom pushed him aside "Move aside, stinky" he turned towards the rest of the students "Let's see HYDRA try to stop us now!" they all cheered for him "Let's do this S.H.I.E.L.D Academy!"

Zola's face then appeared on the jumbo tron behind them "You are all imprisoned in more ways than one!"

HYDRA Island appeared above them and blasted the students with it's mind ray, except for Cho, Venom, Spider-Man, Scarlet and Tamera.

"What?" Cho questioned "It's like were immune to Zola's mind blast"

"Spider-sense" Spider-Man said to himself thoughtfully "Maybe somehow it's protecting us"

"Well, what about me?" Tamera asked "How come I'm not affected by it?"

"It could be a frequency that's below a wolf's hearing range" Cho answered her "The maximum frequency wolves can hear is 80 kHz, that's why it's not affecting you. It's a lower frequency for you"

"Then it's up to us to stop Ock and Zola" Venom said as he turned towards Scarlet and Tamera "Even this new smelly guy I guess and the cutie with him"

Tamera growled at him as she crossed her arms over her chest and as Scarlet got in Venom's face "No, Ock is mine and Tamera's. You can come along if you want, just don't get in my way and keep your hands away from Tamera, punk" he deepened his voice at the last part about Tamera that she noticed. She smiled to herself as she ran her fingers through her raven black hair.

"Guys, guys" Spider-Man got between them "We're working together here"

Scarlet shoved Spider-Man's hand off of him as he walked ahead of them "Which one of you _geniuses_ has a way up to HYDRA Island?"

"This genius" Cho said as he typed a command on his gauntlet and soon, a large red and blue craft resembling a spider flew over them and landed in front of them "I recently fabricated it, I try to maximize my free time"

They were all in awe at this, even Scarlet as he looked in disbelief "That is maximum awesome!" Venom said excitedly "Let's call it the Spider...Jet"

"You just make that name up all by yourself?" Scarlet jabbed at him.

"Yes" Venom answered with narrowed eyes at him as Tamera stiffened a laugh at what Scarlet said.

They all climbed aboard the newly dubbed Spider Jet and soon enough they were all in the air. Venom and Cho were piloting the craft while Spider-Man stood ahead of them at the front and Tamera and Scarlet stood behind Venom and Cho in the back.

"Alright Ock and Zola" Spider-Man said with his arms crossed "You can try and ruin my perfect day, but don't mess with the Web Warriors"

* * *

As Cho piloted the Jet towards HYDRA Island, they were getting shot at by laser fire from the flying island. Cho did his best to avoid most of the shots, but it was pretty clear that he has never flown a plane before in his life.

While dodging the shots, Spider-Man and Scarlet lost their balance and fell over. Scarlet ended up falling on top of Tamera since she was standing in front of him. When they fell, Tamera's nose had touched Scarlet's and their eyes widened at how close they were to each other. Scarlet's hand rested on her her shoulder while her hand was pressed against his muscular upper arm.

"You've uh, flown this thing before right?" Spider-Man asked standing up as Scarlet quickly got off of Tamera.

"Technically, no" Cho answered him as Scarlet appeared next to him.

"I gotta show you how to fly a plane..." a blast is heard outside the jet "If we survive this"

"You know how to fly a plane?" Tamera asked him standing up "Since when?"

"Since it's none of your business, punk" Scarlet spat at her with narrowed eye holes.

Tamera returned the glare as she puffed her cheeks in annoyance _"Asshole"_ She thought to herself as she looked away.

Suddenly, an alarm blares in the Spider Jet and a holo screen appears in front of Cho showing a missile approaching them.

"It's got a target lock on us!" Cho exclaimed.

"Move!" Scarlet said as he shoved Cho out of the seat and took control of the jet.

Scarlet increased the jet's speed while doing some maneuvering while the missile copied perfectly. When they were closely approaching the Island, Scarlet shut the engines off and as soon as they were inches from the Island, the missile detonated. Ock and Zola assumed that the craft was destroyed, but it was far from it.

"Blasting that missile and then hiding under the island?" Venom asked he and the spiders crawled along the side of the island with Tamera hanging off of the back of Scarlet's neck "Oh, where'd you learn to fly like that buddy?"

Scarlet chuckled "I'm not your buddy"

"Easy, guys" Spider-Man told them "Let's make like spiders and crawl into Zola's floating summer home.

"Yes, can we please get a move on here?" Tamera asked with her arms wrapped around Scarlet's neck as she tried not to look down.

"What's the matter, punk? Scared of heights?" Scarlet asked her.

"S-Shut up and move it, spider!" Tamera told him as she buried her face in the back of Scarlet's neck.

"Heh, I'll take that as a yes" Scarlet answered as they made their way into the Island.

They made their way through the island looking for where Ock and Zola might be. The spiders stuck to the walls and ceiling while Tamera took the ground, but stayed close to the wall just in case.

Iron Spider and Venom appeared on the wall while Scarlet landed in front of them frog-style and Spider-Man hung above him upside as Tamera came around the corner.

"The last time I tried to take this thing down, I was alone" Spider-Man said "But with you guys, now this is how we do it"

Scarlet groaned "Do you ever stop talking?"

"No" Iron Spider and Venom answered at the same time.

Suddenly, Tamera's ears went up, picking up a noise in the distance. Her right ear moved behind her, indicating that the noise was coming from behind them and was fast approaching.

"Guys, shut up" Tamera said with a wave of her hand and they all looked at her.

"What's wrong, Tamera?" Spider-Man asked her as Scarlet stood up straight.

She was silent for a minute and listened for a bit before answering "We've got company"

Ock suddenly appeared behind her and she jumped back with a yelp as she stood next to Scarlet.

"I knew Zola could not have succeeded, only the Octopus can destroy the spider. I'm not afraid of you or your little pet" Ock spoke to Scarlet and Tamera "You are nothing but a failed experiment and she is nothing but a feral animal"

Tamera's jaw clenched as her teeth grinded together. Her animal side was making itself known as a low, deep growl escaped from her throat. Her emerald green eyes once again darkened and began to dilate one again as her hands clenched tightly into fists.

"There's one thing I won't fail at" Scarlet said his hands balled into fists "And that's bringing you down!"

"Scarlet, no!" Spider-Man yelled as Scarlet lept at Ock to strike him, but he was brought down by one of Ock's tentacles. Another came at him, but Spider-Man grabbed it with his webs before it got to Scarlet.

"Why are you always so handsy, Ock?" Spider-Man asked as Ock's arm just tossed him through the wall and into the next room.

Tamera grabbed onto the arm that held Scarlet down and ripped it half with her bare hands. Scarlet tossed away the piece that was on him as he jumped up to his feet and as Ock's arm regenerated. With a growl, he swatted Tamera away like she was a fly that was annoying him and he collided into the wall. Scarlet came over to her as Iron Spider and Venom headed into he room that Spider-Man landed in with Ock not far behind them.

"You okay, punk?" Scarlet asked her kneeling next to her.

"I didn't know you cared" Tamera said to him with a smirk.

"Don't get used to it" Scarlet told her as he stood up along with Tamera.

Scarlet and Tamera ran after Ock with Cho and Venom right behind them as Scarlet jumped over Ock with ease. Venom swung over all of them on his web and smashed the holo screen that showed Zola's face.

"Ha! That guy's the worst TV show ever made" Venom said as he landed on the floor with Cho behind him.

"Just get me cover" Cho said as he approached the computers "I have to shut down his mind ray"

"Have your new friends seen what a monster you and your little pet really are?" Ock taunted Scarlet and Tamera as they and Spider-Man kept Ock busy "You're nothing but freaks"

He launched a tentacle at them, but they jumped out reach "Says the guy with octopus arms and a Goblin army" Spider-Man taunted as he jumped out of reach of Ock's arms "That's like the pot calling the kettle ugly" he then webbed down two of Ock's arms to the floor.

"You think you can bind Otto Octavious?" Ock demanded.

"No, but I think I see what the annoying punk's doing" Scarlet said from above him before he jumped down towards him.

"Annoying?" Spider-Man asked, slightly offended.

With a yell, Scarlet slammed down on Ock from the ceiling before crashing through the floor. Both Ock and Scarlet were flying through the air towards the ground before Spider-Man caught Scarlet with his webs.

"I have my own webs" Scarlet said Spider-Man pulled him back up.

"That's the strangest 'thank-you, Spidey' I've ever heard" Spider-Man stated as Tamera appeared next to him.

"That's the closest thing to a 'thank you' you're every gonna get outta him" Tamera told him "Trust me, I know"

Venom was duking it out with Zola and dodged a punch from Zola before he jumped away "Time to pull the plug" he declared as he fired missiles at Zola's robotic body before it collapsed onto the floor.

Venom laughed victoriously before Zola's face appeared on the holo-screens "You fool! I am not only the simple machine" guns then appeared out of the walls and began blasting at the young heroes "I am all of HYDRA Island!"

Spider-Man jumped up to the ceiling "Venom, Scarlet and Tamera, take out these guns" he webbed up a few of the guns "Iron Spider, see if you can over ride Zola's control of the system"

"How am I supposed to go up against guns?" Tamera asked as she ducked behind a panel as a blast narrowly missed her head "I don't have powers like the rest of you. Hell, I don't even have a weapon!"

Scarlet then landed next to her "Then why don't you just hang back and let the men handle this, princess" he then jumped back into the fight and slashed up a few of the guns.

"Why you...!" Tamera growled as her hands balled into fists before she ran out from her hiding spot and joined the fight. She lept up and grabbed onto two guns as she ripped them right out of the wall. She then jumped over to another pair of guns and ripped them out of the wall as well.

Tamera jumped down to the floor and landed on her feet perfectly while dodging a few of the gun blasts.

Spider-Man landed next to Iron Spider "Iron Spider, can you access the hover engines?"

"Hover engines have a manual over-ride" Iron Spider answered him "I might be able to get around Zola's control, but why would...? Oh, you're smarter than you look" finally catching on to Spider-Man's plan, Iron Spider began to hack his way through Zola's control as Venom blew up some of the guns with his missiles and Scarlet slashed through them. Tamera was tearing through the guns, ripping them out of the wall with her hands or with her mouth.

"W-What are you doing?" Zola demanded, knowing that something was wrong.

"If you're all of HYDRA Island, then it's also your prison" Spider-Man told him.

"Setting a course for beyond Saturn's ri..." suddenly, an electro whip wrapped itself around Iron Spider's wrist and electrocuted him. He yelled in pain as he fell backwards and Kraven stood behind him.

"No animal can escape the hunter" Kraven declared, releasing his whip from Iron Spider.

"I am not an animal!" Venom exclaimed as he charged towards him, but a single gun that was left blasted him, knocking him to the ground.

"We missed one..." Tamera said from behind a panel with Scarlet next to her "Oops"

"How did this nutcase get here?" Scarlet asked glaring at Kraven.

"Well, sunshine why don't you ask him" Tamera said with a roll of her eyes while Scarlet only glared at her.

"What is your deal?" Scarlet demanded of her.

Tamera just glared him for a minute before turning away "...Nothing. You wanna deal with this creep before he turns Spider-Man into a trophy or what?" Scarlet said nothing as he glared back at Kraven.

Seeing Spider-Man, Kraven cracked his whip at him, trying to catch him, but Spider-Man evaded it easily. That is, until Kraven threw his electro-net at him, ensnaring him in it against the wall.

"With this, I'll be first member of new Sinister Six" Kraven declared before Scarlet kicked him away and he collided into the wall.

"Leave him alone!" Scarlet stated defiantly as Tamera ran over to Spider-Man and tried to pry the net off him.

"There's a new Sinister Six?" Spider-Man asked as Scarlet tackled Kraven through the wall, sending them both out the ship.

"Scarlet!" Spider-Man and Tamera both yelled as the island began to loose pressure.

Tamera ran over towards the hole as her black hair was flying in her face. She looked out of it, hoping to see Scarlet some where, but she didn't.

"Oh, my God" Tamera said to herself with worry in her voice.

"What did you do, Spider-Man?" Tamera heard Zola's voice boom as she looked behind her seeing his face on the screen.

"Text me a selfie from Saturn's ring, Zola" Spider-Man said, freeing himself from the net.

"But we're trapped here, too!" Venom said as he helped Iron Spider up.

"What are you waiting for, punks?"

They looked towards the hole to see Scarlet approaching with the Spider Jet. Tamera breathed a sigh of relief she didn't even know she was holding when she saw him. A small smile spread across her face.

"You came back" Spider-Man said as landed next to Tamera.

"Spider's stick together, right?" Scarlet asked him as they all climbed aboard the jet.

"Spider-Man, NO!" Zola yelled as the Island blasted off into deep space and the jet took off from the island.

While flying over the city in the Spider Jet, Scarlet was piloting the jet with Spider-Man sitting next to him, Tamera standing behind him and Venom and Iron Spider sitting in the back.

"I know you two are gonna leave, but... I just want to say thank you" Spider-Man thanked them "And... you're not a monster, neither of you are. You had my back, you had all our backs. That's what a hero does"

"Well, I might not head back to the sewer just yet" Scarlet said as he pointed behind him at Iron Spider "Somebody's gotta teach that kid how to fly"

"Any chance you might take a shower?" Spider-Man asked him.

"Don't push your luck" Scarlet told him.

"Eh, worth a shot" Spider-Man shrugged before looking over at Tamera "What about you, Tamera? Are you gonna stay or leave?"

Tamera let out a light chuckle "I think I'll stick around. After all, somebody's gotta keep an eye on Scarlet here"

"Real funny, punk" Scarlet said looking up at her "You know... maybe I was wrong about you. You're a lot tougher than you let on, you sure handled yourself in the fight with the Goblins and Ock. I underestimated you, you're pretty good... for a girl" before Tamera could snap at him he continues "But, you're a pretty good fighter for a wolf... Tamera"

That kinda caught her off guard, that's first time in months that he actually called her by her name. He always called her 'punk' or 'princess' and he even praised her and gave her a compliment, maybe she's finally starting to make some head way with him.

"Thanks...punk" Tamera said with a smile as she leaned against the seat while Scarlet shook his head.

Tamera smiled to herself as she looked ahead at the clouds _'Joining SHEILD might not be such a bad idea'_ Tamera thought to herself.

 **HAPPY HALLOWEEN, EVERYBODY! :)**


	12. Chapter 12

**So so sorry for the wait. Been dealing with a lot of things lately. Hope this makes up for the delay.**

 **Disclaimer: I do not own Ultimate Spider-Man or any of its characters.**

 **Enjoy :)**

* * *

Chapter Twelve: A New Face

It's been a few weeks since the incident with HYDRA and Arnim Zola trying to take over the city with Ock and their army of Goblin Soldiers. It's also been a few weeks since Scarlet and I joined SHEILD.

I know he wasn't too keen about joining a team, but he eventually gave in. Being on a team isn't so bad, for instance your team always has your back and they're usually always by your side. Also, being on a part of a team means you have friends and people that you trust and count on. Before I met Scarlet, I never really had any friends and even though he claims he doesn't want friends, I know Scarlet values that friendships he's formed so far with me and the others.

It means a lot to know you have people who'll always have your back. I've never had that, I've only ever had my family...my family. I really miss them, I often wonder how they've been doing these past few months. Do they still think of me? Do they miss me like I miss them? Do they think I'm dead? These questions have been plaguing me for the past few weeks now, I wanted to see them so badly. I know I can never show myself to them, but to just see them from a distance and to just know that they're okay.

So, here I am now. On a rooftop across the street from my old home with Leyla under the starry sky. I've been sitting here for the past half hour freezing my tail off and trying to figure what to do. Yes, even though I have fur now I still get cold sometimes.

The cold concrete of the ledge made my legs go numb as I sat on it with Leyla laying her head on my lap. I stroked the top of her head gently, knowing that she really likes that and that it relaxes her. Why did I wear these stupid short shorts knowing that it was cold out tonight? At least I got knee high boots on so now only some of my legs are freezing right now.

"I wish I knew what to do right now" I said to myself as I looked down at myself.

" _What do you think is best?"_ I heard Leyla ask me in my head as she looked up at me with her big eyes.

Yes, I can talk Maska and Leyla through my mind. It's another freakish ability I have with being a mutant wolf. I'll admit, it is pretty useful at time, but sometimes it's annoying.

"I don't know, Leyla" I sighed "I just want them to be safe and I feel like the best way is for me to stay away"

" _But they are your family"_ Leyla said in my head _"They have a right to know that you are alive and well"_

"I know that, Leyla" I told her with a sigh "But they would never accept...the new me" looked down at me hand sadly "They'd never understand"

My thoughts then drifted to when I first got here half an hour ago and I heard my family doing the prayer at dinner that we always did. I remember hearing Ayanna's voice praying to God that wherever I was that I was safe and that if I was with him, that I would be watching over them. I am watching over them in a way, I just wish I could let them know.

"What are you doing here, Tamera?" I heard a voice behind me that snapped me out of my thoughts.

I looked behind me and I saw Scarlet standing behind me with his arms over his chest. I heard Leyla growl lightly at him, but I patted her reassuringly letting her know that it's okay. His eye holes were narrowed, which meant that he was glaring at me under his mask. He knew what I was doing here, but I guess he wanted me to tell him himself.

"I...I was just checking on my family" I said looking back at my old home sadly.

I heard Scarlet sigh "Why do you do this to yourself, Tamera? Why do you torture yourself like this?"

I swallowed hard, "I-I don't know, I just... I keep telling myself that it's for the best that they don't know about what happened me"

"Best for who, Tamera?" I heard him ask me in a serious tone, but I could also hear concern in his voice as well.

I didn't answer him, because I don't know what to say. Deep down, I know he's right that what I'm doing is only hurting my family and myself.

I then hear Scarlet walk up behind me "Move aside, mutt" he moved Leyla out of the way and I heard her growl at him.

" _Who does he think he is?"_ I heard her ask as she walked over to the other side of me and laid down.

Scarlet sat down next to me where Leyla was "So... how do you liking being at SHEILD?" I ask him hoping to change the subject.

Scarlet groaned "I don't know how much longer I can put up with Spider-Nerd and his lame jokes"

I smirked "Not all of them are bad, he has the occasional good ones"

"Yeah, sure" Scarlet scoffed "Let me know when he does tell a good joke"

"Come on, he's not so bad" I told him as I nudged him with my shoulder "The same with the others"

"They're okay, I guess" Scarlet said looking away "The only one that drives me crazy besides the nerd is Venom"

"Why?" I asked him. Now that I think of it, those two are always at each other's throats and I could never understand why. Venom's an okay guy, the only thing is that he's constantly flirting with me, despite how many times I tell I'm not interested.

"He's annoying, he's infuriating, he's thick-skulled and he..." Scarlet listed off and I decided to pull a fast one on him.

"He's always flirting with me?" I asked with a smirk.

"He keeps flirting with you" Scarlet repeated, but once he realized what he said he groaned and face-palmed himself.

"Why would him flirting with me bother you?" I asked him curiously.

"I-I don't know" Scarlet looked away from "The punk just can't take a hint and it's annoying" I could tell that he was lying through his teeth. I just shook my head and smirked as I looked ahead of me.

"You know..." I began as I started playing with my hair "I overheard Spider-Man the other day talking about a dance he's organizing in a couple of months"

"So?" Scarlet asked looking back at me.

"...Are you gonna go?" I asked him nervously.

"No" he stated.

"Why?" I asked him.

"I don't do dances and they're stupid" Scarlet said looking away from me again.

"Tell me how you really feel" I said to him with a suspicious look.

"I did" Scarlet said looking back at me.

"That's not true and you know it" I said to him.

"You calling me a liar?" He asked me in a more serious tone than usual.

"Well, if the shoe fits" I smirked at him.

"I ain't lying" Scarlet said defiantly "Dances are lame and that's the truth"

"You know what I think? I think you're chicken" I said to him.

"What?" he glared at me.

"I think you don't wanna go to the dance because you can't dance and you're scared to go to the dance" I told him and I could feel his eyes glaring daggers at me.

"I'm not scared of anything" he stated.

"Sure" I rolled my eyes "Chicken!" I coughed into my arm.

"I am not a chicken!" Scarlet yelled at me "I'm not scared of anything!"

I stood up from my spot "Oh, yeah?" I ask him with my hands on my hips "Prove it"

He stood up, too "I don't have to prove anything to you or anybody" he stood in front of me looking down at me. I swallowed hard at how close he was to me and I felt my breath hitch as I looked at him through his eye holes. I know I only saw his face one time, I always see those beautiful blue of his every time I look at him.

" _Oh, please"_ I hear Leyla say as she watched us from behind, but I didn't pay any attention.

"But is it true?" I asked him "That you don't know how to dance?"

He stares at me for a minute before he turns away from me "Yeah... I don't know how" he sounds almost embarrassed to admit it.

"If you knew how to dance... would you go?" I asked almost nervously.

"Maybe" he shrugged his shoulders.

I smiled at him "Well, I could teach you if you want"

He looks over at me "You know how to dance?"

I nodded my head "My grandma used to teach me when I was younger and it's become something I really enjoy"

"Why would you wanna teach me?" he asked me.

"Well..." I sighed as I walked over to him "Mainly because I want to go to this dance and I want to go with you"

He looks at me almost surprised as he steps towards me "Why me?"

I smiled up at him "Because you're my friend and you're the only person I want to go with"

Scarlet sighed "Alright fine, if you teach me how to dance then... I'll go to the dance... with you"

I beamed up at him and on instinct, I jumped up and wrapped my arms around his neck in a tight hug. Once again, I felt his body stiffen at this as if he's still not used to being hugged by someone.

I released him from hug, knowing that he was uncomfortable "Sorry..." I looked down shyly.

"Right..." Scarlet said in an almost dazed state "So..." he cleared his throat "When do you wanna start teaching me this dancing thing?"

I looked down at my watch and saw that it was only a little after seven "Well, we've got plenty of time tonight. Wanna start now?"

"I guess" he shrugged his shoulders.

I smiled at him and held my hand out to him. He was hesitant at first, but he eventually grabbed my hand and when he did, I felt a tingling sensation go through as my face heated up. I ignored this feeling for now and led towards the center of the roof so that we would have more room to practice the dancing. The dance my grandmother taught me was the Waltz and that's a pretty easy dance to learn.

"Now, the first thing you have to remember is do not step on your partners feet" I told him seriously "It's a real turn off"

He looked at me strangely for a second before I continued "Now, give me your other hand" I held my other hand out to him and he placed his other hand in it.

"Your right hand goes here" I said as I placed his hand on my left hip and I felt his body tense.

I smiled at him as I put my hand on his right shoulder and his other hand hand in mine "Now just move with me, okay?"

"1, 2, 3..." I counted as I was leading him around in a circle. It took him a few tries, but after a while he was starting to get the hang of it and he started leading me around. He was surprised at himself for being able to dance so well and so fast and I could've sworn I heard him laugh a little at the surprise of it, but I didn't say anything. Scarlet's a fast learner, I'll give him that because he picked it up a lot faster than I expected him to. When I was a kid and my grandmother was teaching me, it took me days to finally get it right, but Scarlet managed to do right in a night. I also think he was enjoying dancing with me because he I could hear it in his voice that he was happy and he was spinning me around a few times which I didn't mind.

By the time we were done, we were both tired out and were actually laughing with each other. Hearing Scarlet laugh is something I never thought I would hear, but it's really nice to hear none the less.

"You did pretty good for your first time" I told him as I punched his shoulder gently.

"Well, I'm a fast learner" I could practically see the cocky smile under his mask and I just shook my head.

"Yeah, I gathered that" I smiled up at him.

After that we were staring at each other intensely and everything was so quiet that we could hear each other breathing. I felt his hand wrap around mine as my hand went for his neck where his mask was. I started lifting it up and this time he didn't stop me as I moved it up and came to his mouth. I stopped just above his nose and I could him swallow hard as he licked his lips. I felt his other hand go for my hip and pull me closer to him as my hand rested against the side of his face and I moved my face closer to his and he did the same. Our lips were just inches from each other when...

 _BEEP! BEEP! BEEP!_

The sound of my communicator beeping startled us both and Scarlet pulled away from me I gasped as I looked down at it see that we were needed back at the Triskelion. I groaned in frustration as I turned it off and Scarlet pulled his mask back down.

"Let's go, punk" He said as he turned away from me again... and now the quiet and serious Scarlet is back in full force.

I rolled my eyes at him as I walked over to Leyla who had been sleeping the entire time. I gently shake her awake and she lifted her head up while blinking at me.

"Come on, Leyla time to go" I said as I looked behind me and saw that Scarlet was gone. I shook my head as Leyla got up and we headed to the Triskelion without being seen. As we headed home, I noticed that it was almost morning which surprised me considering it wasn't even that late when I started teaching Scarlet dancing. That made me realize that we were together for hours tonight without even knowing it. Time sure flew by when you have fun, I just wish that fun didn't have to end.

What happened between us earlier kept replaying over and over again in my mind. If my communicator hadn't gone off, what would have happened? I felt my face heating up at the thought of it and a small smile appeared on face. But why did he go back to being so cold again? Was he embarrassed about it? I don't know if I'll ever know.

Leyla and I eventually made it back to the Triskelion and brought Leyla back to the bunks where Maska was sound asleep on Scarlet's bunk. Leyla jumped into my bunk and as soon as she got comfortable, she went right back to sleep. I then went to go look for Spider-Man and the others, but I had a feeling about where they were.

I headed right for the training room and sure enough, there they were, but there was a new spider with them. He was younger around thirteen or fourteen and he wore a red and black spider costume, he was standing next to Spider-Man as he was introducing himself to the others, but I wasn't paying attention. I looked over at Scarlet and our eyes locked for a moment, I saw him swallow nervously while looking at me. He knew that I was going to confront about about what happened earlier, but not right now. Noticing that Scarlet was staring, Spider-Man followed his gaze and saw me standing the door way.

"Tammy, hey" Spider-Man said with the nickname he's given me along with the others.

I noticed that small spider look at with with his white eye holes wide "Who is she?" he asked staring at me as I walked towards the group of spiders.

"This is Tamera, Tammy this is Miles" Spider-Man introduced him "He's the Spider-Man from another dimension and he's temporarily stuck here"

"Oh..." I said looking at him with sympathy.

"Miles, this is Tamera McDaniel or Tammy, which ever you prefer to call her" he introduced me.

"It's nice to meet you Miles, though I wish it was under better circumstances" I told him with a small smile.

"You're so pretty" He said looking at dreamily and I could almost see hearts flying around him.

I giggled as I covered my mouth and noticed that Scarlet was glaring at Miles with his arms crossed. Is he jealous of Miles?

"Well, welcome to the team, kid" Venom said as he wrapped an around the small spider's shoulder "What do ya say we celebrate?" he walked off with Miles, Iron Spider and Spider-Man right behind him, leaving just me and Scarlet along in the room.

The tension was so thick that you could cut it with a knife. I couldn't really read Scarlet as he stood in front of me with his arms crossed over his chest. I bit my lip gently as I looked down at my feet, not sure what to say.

"Thanks..." Scarlet spoke up "For... teaching me to dance earlier... should do it again sometime" he then walked past me before I could get a word out.

What is up with him? One minute he's happy and sweet and then he's back to being cold and brooding. I just don't understand him half the time and I wish he would lower his walls down more so that I could understand him. I hope someday I'll get that chance.

 **Let me hear your thoughts :)**


	13. Chapter 13

**Hey, guys! Here's the next chapter, sorry it took so long to put up I had a hard time writing this chapter. Also thank you NobelSix for writing the awesome scene at the end, love ya :)**

 **Disclaimer: I do not own USM or any of it's characters**

 **Enjoy :)**

* * *

Chapter Thirteen: Lizards

 _It was a beautiful autumn day in New York as the sky was covered in an array of colors. The leaves on the trees were a variety of colors such as red, yellow, orange and gold. The colorful leaves covered the ground as young kids headed for school in the morning._

 _One of them was a girl around six-years old with copper skin, long curly black hair and bright green eyes that were filled with sadness. As she walked by some of the other kids in her class, she could hear the whispers and giggles as they stared at her._

" _Hey, look! It's the half-breed"_

" _She's so weird"_

" _Why doesn't she ever talk?"_

" _Maybe she's stupid"_

" _She looks stupid"_

" _And ugly, too"_

" _Nobody likes her"_

" _No even her mom wanted her"_

" _Is that why she died?"_

" _No, her mom died because she didn't want a stupid and ugly daughter"_

 _That last comment made the girl turn towards the two girls that said that and glared hatefully at them. Then, without warning, the girl tackled one of the mean girls to the ground and started punching her and clawing her in the face._

" _You don't know anything! You don't know anything about me! Shut up! Just shut up!" she shouted as she continued to beat the girl up._

 _She then felt herself lifted off of the girl and carried her away all while still shouting and kicking her legs._

 _The little girl was brought to the principal's office and was suspended for a week for beating up a student. The principal or the teacher didn't even let her explain how happened, they didn't care. They're just like the other kids at school, they don't like her for who she is. Her father came down to the school picked her up to bring her home._

" _Tamera..." her father began as they walked to the car "I'm disappointed in you, I thought we raised you better than that"_

" _But, daddy" Tamera said as they got to the car "You should've heard all the things those girls were saying about me"_

" _What did they say?" her father asked kneeing down in front of her._

" _They called me half-breed again and they said that mommy died because she didn't want someone as stupid and ugly like me for a daughter" Tamera told her father with tears in her eyes._

" _They said all that?" her father asked surprised._

 _Tamera nodded her head "Yeah and the principal and teacher wouldn't even let me tell them that. They hate me, daddy. Everybody hates me because I'm different"_

 _Her father looked sadly at her and wiped away a tear that rolled down her cheek "Tamera, you are anything but stupid. In fact, you're the smartest little girl that I know and you are certainly not ugly. You're a natural beauty, anyone with eyes can see that. If they don't see it, then they are the ones who are stupid"_

 _Tamera looked up at her father with a small smile "Do you really mean that, daddy?"_

" _Of course I do, Tamera" he brushed a strand of her hair out of the way._

" _I'm sorry for getting in trouble, daddy" Tamera told her father._

" _Don't worry, Tamera. I'm not mad at you, just promise me that you'll never hurt someone out of anger again" her father told her._

" _I promise, daddy" Tamera said with a smile._

" _Pinkie promise?" he held out his pinkie finger to her._

 _Tamera giggled "I promise" she wrapped her small pinkie finger around his much bigger one._

" _That's my girl" he kissed the top of her forehead "Now, come on my little flower. Let's head home"_

 _Tamera was right behind her father when she heard a deep voice behind her "If only they knew what you were really capable of"_

 _She looked behind her and saw a tall man with dark hair wearing a black suit and tie. He was smiling strangely at her with his hands behind his back._

" _They have no idea what you'll become" the said to her in deep and almost dark voice "You are so much stronger and powerful than they realize"_

 _Tamera looked at him confusion "Who are you?"_

" _I... am a friend, Tamera" the man said walking over to her._

" _How do you know my name?" she asked him._

" _I know everything about you, my child" The man told her "I know that you are destined to do great things in your life"_

" _Like what?" she asked titling her head to the side._

 _The man chuckled darkly "You will find out soon enough, my child... but for now, just know that you are so much better than you are led to believe...little wolf"_

Tamera awoke with a start, she was panting and covered in sweat. She looked around her and saw that she was still in her bunk at the Triskelion. Leyla was lying at the foot of the bed sound asleep, not even stirring from Tamera's sudden motion. Tamera sighed to herself as she placed a hand on her forehead.

"Tamera?" she heard above her and moved her head slightly to see Scarlet looking down at her from his bunk above her "You alright?" she could see the tail of Maska at over the edge of Scarlet's bunk at the foot of it.

"Yeah, I'm fine" she told him "Just had a weird dream, sorry I woke you, Scarlet. Go back to sleep"

Scarlet nodded his head before he went back to bed. Tamera laid back down and tried to calm herself down from the strange dream she had. Who was that man in the black suit? She's never seen him before in her life and what did he mean when he said that she was destined to do great things?

She figured that there was no point in worrying about it now and tried to go back to sleep.

 _The next morning..._

Tamera was at the bunks with Leyla as she sat on the bed and Leyla was sitting on the floor in front of Tamera while Maska laid on her bed next to her. She was wearing an orange halter top that exposed a bit of her stomach, short black shorts and knee high boots. Tamera was still thinking about that dream she had last night. She didn't know what bothered her more: reliving the memories of how she was treated as a kids at school or the strange man in the black suit.

" _Relax, sister"_ Leyla said to her _"It was only a bad dream, there's nothing to fear"_

"I know, it's just I hate remembering what I had to go through back then" Tamera told her as she hung her head.

" _But, that's all they are, sister"_ Maska said as Tamera turned her head to look at them _"Just memories"_

"It's not just them that's bothering me, Maska" she said to him "It's also that strange man from my dream. I had no idea who he was, yet he knew who I was. Why is that?"

" _I wish we had the answers, Tamera"_ Maska said to her _"But we don't, if we did, we would tell you"_

"I know" Tamera smiled small at him and Leyla "You guys would never keep secrets from me"

Leyla looked away as she whined softly, which Tamera noticed "Is something wrong, Leyla?"

" _Tamera... I need to tell you something"_ Leyla said to her, but before she could say anymore, the doors to the bunks slid open.

When the doors opened, Scarlet stepped into the room causing Leyla to growl lightly at him him while Maska wagged his tail at the sight of him.

"Hey, Scarlet" Tamera greeted him "What's up?"

"Web-head wants us all in the training room" Scarlet told her as he petted Maska's head, which made him very happy "He also said he's got something for you"

"For me? What is it?" Tamera asked standing up.

"I don't know" Scarlet shrugged his shoulders "I'm just the messenger"

Tamera stood up from her bed "Well let's get going" she looked down at Leyla and Maska "We'll see you guys later, stay safe" she gently petted their heads as she followed Scarlet out of the dorms.

As Scarlet walked in front of her, Tamera's eyes began to trail over his toned body. This is actually the first time in months that Tamera's been able to truly admire Scarlet's physic. Her eyes then traveled down his back and eventually made contact with his rear, which Tamera couldn't help but smirk at it. His skin tight suit really brought out his muscular figure and it made his backside look good.

Tamera was so lost in her thoughts that she didn't hear Scarlet calling her name "Huh?" she asked, snapping out of her thoughts and looked up at Scarlet who was facing her.

"I said, we're here" Scarlet said looking right at her "Let's see what web-head wants"

"Okay, yeah" Tamera said trying to hide her embarrassment and the tried to ignore the blush on her face.

She and Scarlet walked into the training room where they saw Spider-Man and the other spiders together, talking amongst each other.

"Hey, guys" Tamera said as the two of them walked over to the spider clad heroes "Scarlet said you had something for me, Spidey?"

"I got a little surprise for you" Spider-Man said with his hands behind his back "Remember how you said you didn't have a weapon to fight with?" Tamera nodded her head "Well, I've been putting a lot of thought into it and..." he brought his hands out to reveal a pair of large tomahawks with decorative feathers and beads on the ends of the handles "Ta-da!"

Tamera was in awe at the sight of them "Spidey, I... I don't know what say" she took the tomahawks from him "Thank you, they're beautiful"

"We also gotcha these" Spider-Man said as Miles handed him a silver bow along with a handful of steel arrows "Figured you could use the tomahawks for close-range fighting and the bow and arrows for long range"

"Oh, my God, you guys!" Tamera said with a big smile on her face as she handed Scarlet the tomahawks to hold for a minute before she took the bow and arrows "You guys did all this for me?"

"Of course, Tamera" Spider-Man told her "You're part of the team now, we look out for each other and take care of each other"

Tears were filling Tamera's eyes, she never met anyone outside of her family who would be so generous and kind towards her. It was emotional for her since all her life, no one has ever done something so nice for her. The tears started spilling from her eyes as she tried to wipe them away.

"Are... are you crying?" Miles asked her "We're sorry, we didn't mean to..."

"No, no it's okay" Tamera sniffed "These are happy tears, it's just... no one's ever done anything so thoughtful for me. Thank you guys so much, but how did you know what kind of weapon to give me?"

"Well, we found out from Scarlet that you're half Native American so we thought it would be nice to give something that's part of your culture" Iron Spider told her.

"Really?" she looked over at Scarlet with a surprised look on her face.

"Yeah" Miles said as Tamera looked at him "He was the one who suggested to put the feathers and beads on the tomahawks, said it would add a better feel to them"

Tamera looked back at Scarlet with a grateful smile on her face "Thanks"

If it wasn't for his mask hiding his face, you would see that he was blushing "Yeah, well... forget about it, punk"

"Oh, almost forgot" Spider-Man said as he grabbed something else behind him "Here's a belt to help you carry the tomahawks and the arrows"

"Thanks, guys" Tamera said as she put the bow and arrows down and took the belt from him. She strapped the belt on around her waist and took the tomahawks from Scarlet and placed them in the holsters designed for them. Then, she picked up the arrows and placed them in the sheath for them before throwing the bow over her shoulders and it rested on her back.

"Thank you so much, you guys" Tamera said with a big smile on her face "I don't know how to thank you"

"You don't have to thank us, Tamera" Spider-Man told her.

"We're a team now, we gotta sick together and look out for each other" Miles added in.

Tamera nodded her head, the smile never leaving her face "Right"

"Well..." Spider-Man clapped his hands together "Hope you're ready for some training, because today we're gonna find out who the traitor is here"

"Well, what are we waiting for?" Tamera asked cracking her knuckles "Let's get to work"

They all got together standing next to each other Tamera in the middle standing next to Scarlet as some of the other SHIELD Agents walked in. The agents were Rhino, Trident, Iron Fist, Power Man, Cloak and Dagger and Squirrel Girl along with a of her squirrels.

They all stood a few feet away from Tamera and The Web Warriors. Tamera had already sniffed out the squirrels, but as soon as she set her sights on them, her stomach growled.

"Hm..." Tamera hummed licking her lips at the sight of the small creatures. She made a step towards them, but Scarlet pulled her back "Don't even think about it" he whispered to her as she let out a light growl at him before looking back at the squirrels. They whimpered as they hide behind Squirrel girl, who narrowed her eyes at Tamera.

She may not look like it, but Squirrel Girl is pretty intimidating because the glare she was giving Tamera made her shrink back at little. Tamera was both embarrassed and somewhat intimidated under Squirrel Girl's glare.

After that, Agents Fitz and Simmons walked in explaining the new training program to all of them, but Tamera wasn't really listening. She was more focused on trying to figure out Leyla meant earlier. When Tamera said that she could always trust her and Maska, Leyla got nervous and had something to tell her, but what? If Scarlet hadn't have walked in during that moment, what would Leyla have told her? Tamera trusts both of them, and on a certain level she does consider them her brother and sister. Why would they be keeping secrets from her?

Tamera was snapped out of her thoughts when something rushed past her and she looked around her seeing everyone engaged in training. She felt embarrassed just standing there during a training session.

"Hey" she heard and looked to see Squirrel Girl standing in front of her "Guess it's just you and me now, huh?"

"Yeah... I guess so" Tamera said as she got into a fighting stance and Squirrel Girl did the same.

They were basically just dodging and deflecting each-other's attack. Both Tamera and Squirrel Girl are quick on their feet and they both have quick reflexes so that makes them a little evenly matched. Once they had a steady flow going, Tamera decided it might be a good idea to apologize to Squirrel Girl about before.

"Hey, listen..." Tamera began as she dodged a swift punch "I'm sorry... about before when..." she ducked out of the way of another punch "When I was giving your squirrels the hungry eyes" She leaped out of the way of a leg sweep before landing on her feet again "I guess it was just the animal side of me, my wolf instincts"

"I understand" Squirrel said as she dodged Tamera's spinning back kick "Just make sure it doesn't happen again"

"You got it" Tamera replied as she deflected Squirrel Girl's roundhouse kick.

"I never did get your name" Squirrel said as she also deflected Tamera's swift punches "You've been here for a while now, after all"

"It's Tamera" she told her as she ducked down tripped Squirrel Girl up with a leg sweep kick "But some Spidey and the others call me Tammy" the training session ended and both girls were out of breath. Tamera stood over Squirrel Girl and extended her hand out to her and she gratefully took as Tamera helped her up.

Suddenly, one of containers tops flew off and one of the training bots emerged from it. Fitz and Simmons warned everyone that the bot was using lethal force since the fail safe was off. The bot then blasted Spider-Man and he collided into the wall before it pinned him to the wall.

Power Man and Dagger were racing over to help him, but was stopped by Cho, Scarlet and Venom. They weren't sure who to trust in this situation and they began to fight amongst themselves.

"Guys!" Spider-Man called "Less bumper cars, more saving!"

Power Man got past Cho and tried to help Spider-Man, but the bot brought it's robotic arm down on him and Power Man was having a hard time time pushing it back "This thing is tough... can't hold!"

"We gotta do something!" Squirrel said, beginning to panic.

That's when a metal arrow was shot and pierced the bot right through it's head. A few sparks flew before from it before it collapsed to the ground. Everyone looked and saw Tamera holding her bow out as she was panting.

"Whoa... nice shot, Tam" Venom said giving her a thumbs up.

Tamera smirked and nodded towards him as she walked over to Spider-Man and the others as the bot was taken away.

"Nice aim there, punk" Scarlet told her as she stood next to him "Where'd you learn to shoot like that?"

"I took archery for three years at a summer camp I went to when I was a kid" Tamera told him.

"Well... not bad, punk" Scarlet told her with his hand on his hip.

Tamera couldn't stop the smile from forming on her face. It was rare when Scarlet gave someone a compliment.

"That thing went right for you" Miles spoke to Spider-Man.

"As if it had been reprogrammed to attack..." Cho added in "Intentionally"

"Wha...Uh, I'm totally lost" Venom said turning to face Scarlet and Tamera.

"He means sabotaged" Scarlet told him "By Doc Ock spy"

"Oh! Right, I knew that" Venom said, now understanding.

"Sure you did" Tamera scoffed as she rolled her eyes.

"Let's not jump to conclusions before we have some answers" Spider-Man said "You four, find out what you can from the others" he referred to Scarlet, Venom, Miles and Tamera before turning back to Cho "You're with me, I have an idea"

"Okay, I'm gonna talk to Squirrel Girl, you three talk to the others" Tamera said as Spider-Man and Cho walked off.

"Why just her?" Scarlet asked Tamera.

"Well, when we were sparring during the training session we were talking and she seems like a nice person and I'd to get to know her" Tamera answered him.

"Well, just be careful" Scarlet said "We don't know who the spy is here"

"I know, but she seems like a genuinely nice person" Tamera said "I wanna talk more with her to see if I can trust her"

Scarlet sighed "Alright, just be careful"

"It's so nice that you, Scarlet" Tamera teased and bumped his shoulder with her fist.

"Don't get used to it, punk" Scarlet told her as he crossed his arms.

"Right" Tamera snorted "You be careful, too alright?"

"I can take care of myself" Scarlet told her.

"I know, but still" Tamera "I know you don't exactly like being hugged, but maybe just this once? You know, for luck"

Scarlet sighed "Fine, but this is it" he extended his arms out and Tamera hugged him tightly as he wrapped his arms around her.

Tamera loved the feeling of hugging Scarlet and she loved feeling his strong arms around her, it made her feel safe and comforted. Also, this time she felt his body relax when she hugged him and she could hear his heart beating wildly in his chest.

They then separated from the hug and just looked at each other intensely before Scarlet walked off "Be safe, punk" he said as he left to join the others.

Tamera smiled to herself as she watched him leave before she walked over to Squirrel Girl "Hey, I was wondering if you wanna talk for a bit"

"Sure, you don't mind walking?" Squirrel Girl asked.

"It's fine with me" Tamera told her as they left the training room.

"So... you and Scarlet, huh?" Squirrel Girl asked her with a smirk on her face.

"Huh?" Tamera asked looking at her surprised.

"I saw the two of you hugging before" Squirrel Girl said, the smirk never leaving her face.

"Oh, no, no, no, no" Tamera shook her head "We're just friends... sort of... It's complicated, Scarlet is complicated"

"Aren't all boys?" Squirrel Girl asked jokingly.

"Yeah, but it's different with Scarlet" Tamera sighed "He's more closed-off, always keeps to himself and he's so cold and distant most of the time. I try to get through to him, but every time I make any kind of progress, he just pushes me away again. I just don't understand him sometimes"

"Sorry that I can't help you with that" Squirrel Girl told her.

"It's alright, but I'm sorry if I was rambling" Tamera said with an awkward chuckle.

"Don't worry, it's okay" Squirrel Girl shrugged her shoulders.

"So..." Tamera began "What's your story? How did you end up here working for SHIELD?"

"Well, I'm originally from California, but I came to New York to so that I could make something out of myself" Squirrel Girl began "It wasn't until I met Spidey that I joined SHIELD and I finally started doing something good"

"Were you always like this?" Tamera asked her "You know, being part squirrel?"

"Yeah, I was born this way" Squirrel Girl told her with sigh "I was bullied a lot because of it, too"

"I'm sorry" Tamera said looking down "I know how that feels"

"How? Were you always half-wolf?" Squirrel Girl asked her.

Tamera shook her head "No, I was human, but I was bullied because of who I am"

"What do you mean?"

"I'm... I was half American and half Native American" Tamera told her "My mother was white and my father is Native American. Through most of my childhood I was bullied because I was always the only American and Native American in my school, or as most called me 'Half-breed'" She swallowed hard "It got worse after my mother died, she was in the army on tour in Iraq and... and her base camp was bombed by some Iraqi Soldiers... there... there were no survivors" tears filled her eyes, but she blinked them away.

"I'm so sorry" Squirrel Girl told her with a sadden expression on her face.

"Thanks" Tamera sniffed "After that, it was just me, my father, my grandfather and my little sister. They mean the world to me, I love them so much"

"Do they know about you? Being mutated and all?" Squirrel Girl asked her.

"No, after my mutation I had to leave them behind" Tamera told her, her heart tightening in her chest.

"Why?"

"Because, I couldn't face them looking like this" Tamera looked down at her hands "They'd never understand and they'd never accept me"

"But how do you know they won't?" Squirrel Girl asked and Tamera looked at her "If your family loves you as much as you love them, then they'll understand. Look at me, I was born part squirrel, but my parents still love me all the same. Family can surprise you, you never know"

Tamera looked away and let what Squirrel Girl just said to her sink in, but then something catches her attention.

"Wait a second" Tamera said placing a hand on Squirrel Girl's shoulder, stopping her.

Tamera's ears went up and she heard something in the distance, it sounded screaming and growling "Do you hear that?"

"I heard it" Squirrel Girl nodded her head.

"It doesn't sound good" Tamera said looking back at her "We should check it out"

Squirrel Girl nodded in agreement as she and Tamera took off down the other end of the hall towards the noise.

When they got there, what they saw was pure chaos. Giant lizards in ripped clothing were running all over the place tearing through everything in sight while a few SHIELD students were trying to fight them off. They consisted of Dagger and Power Man, who was taking on multiple lizards at once.

"What the hell is happening?" Tamera asked as she watched the chaos unfold.

"Dagger!" Squirrel Girl called and the blonde warrior ran over to her "What's going on here?"

"I don't know" Dagger told her "Cloak and I were just hanging out when Power Man told us that there's some kind lizard virus going around. We barely had enough time to do anything before got ambushed buy these things. Cloak went off to go help Spider-Man and Iron Spider"

"What happened to the other spiders?" Tamera asked her, concerned for her friends.

"I don't know, but...ah!" Dagger was tackled to the ground by a lizard before it bit down on her shoulder.

"Dagger!" Squirrel Girl shouted for her friend before she turned into a lizard.

"Come on, we have to get outta here!" Tamera said grabbing her arm.

"But, Dagger?"

"There's nothing we can do for her now" Tamera told her while pulling her with her "Let's go!"

Tamera and Squirrel Girl raced back down the hall trying to find a safe place, but soon they realized that they were being chased by some of the lizards.

"Damn these things are fast" Tamera said between her breathes as she and Squirrel girl turned down another hallway, but unfortunately it led to a dead end "Crap!"

Tamera and Squirrel Girl turned and faced the lizards who were closing in on them "Our only way out of this is to fight our way out" Tamera said and Squirrel Girl agreed.

"Let's do this"

They rushed forward at them and engage in their own fights. Tamera slides between the legs of one of the lizards, going right under him before doing a spinning leg kick under it. Another one came up behind her, but she dodged it just as she hit it with a roundhouse kick. She took out another one with a strong kick to it's chest.

Squirrel Girl was holding her own in the fight. The Lizards were a lot bigger and stronger than her, but what she lacks in size she makes up for in being extremely agile and quick on her feet. She lept over one lizard and kicked it in the back causing it to fall forward and socked another one in the face.

But then, one came up behind her and bit her hard on her arm and she let out a scream of pain as she fell to the ground.

"Squirrel Girl!" Tamera yelled out as she knocked another lizard away.

"T-Tammy... R-Run!" Squirrel Girl managed to say before she turned into a lizard with a roar.

"Oh, God" Tamera muttered to herself as she weaved through the lizards and took off down the hall, hoping to find a place to get away from all the lizards, but the rational part of Tamera's mind told that was highly unlikely.

Tamera turned down a sharp corner and collapsed against the wall in exhaustion as she tried to catch her breath "This...this is insane" Tamera said to herself out of breath "I gotta find Spidey, hopefully he knows how to fix this"

As Tamera was about to leave, she hears a deep growl come from behind her. She stops dead in her tracks as her fur stands on end, slowly she turns around, but instantly regrets it. Her eyes go wide as she comes face-to-face with a lizard turned Scarlet, his mask and suit are torn in different places with his newly acquired lizard form. His white fang looking teeth glistened as saliva dripped from his mouth.

"Oh, my God" Tamera breathed out at the sight of her mutated friend "Scarlet...it's me, you remember me, don't you?"

He stared at her for a second before getting on all fours with a growl getting ready to pounce "Shit!" Tamera exclaimed before she sprinted down the hall as Scarlet took off after to her.

Tamera once again found herself at a dead-end "Are you serious?!" she was about to double back, but Scarlet had caught up to her and cut her off "Scarlet, you gotta fight this..." she backed up until her back hit the wall behind her "I don't wanna fight you"

He snarled at her as he lunged out to bite her, but Tamera lept out of the way before he slammed her with his tail, sending her to the floor.

Tamera's body slapped against the floor and she groaned as a deep growl emanated from her. Her eyes were darkening in color as she felt something inside her building up. She shook her head to try to stop it as she turned over only for lizard Scarlet to pin her to the floor under him.

"Scarlet!" her voice became deeper "Don't make me hurt you" he just snapped his mouth at her as he tried to bite her "But I will if I have to!" she suddenly found the strength to push him off her with so much force that he hit the wall, leaving a large dent in it.

As Tamera stood up, her eyes became dilated as her ears folded back in rage, all her teeth sharpened to a point and her nails actually grew several inches all while becoming more sharper. Her muscles then became more defined making her somewhat larger in size, but also much more stronger. Her fur also thickened and became longer along her arms and the tops of her legs.

Lizard Scarlet stood up and shook his head as he faced the more wolf-like Tamera who was barring her teeth and growling deeply.

She lept at Scarlet, but he smacked her away with a powerful hit of his strong arm. Tamera ended up crashing into the wall, making a whole in it. She stood up, but before she could retaliate, Scarlet grabbed her and hurled her down the hall until she hit face first onto the floor.

Having had enough, Tamera let out a deep menacing growl before she jumped to her feet faced the Lizard Scarlet who approached her. She charged at him with a roar and began to slash at him with her now talon-like nails before Scarlet shoved her onto the floor and stood over her. Using both legs, Tamera positioned just under Scarlet's abdomen and pushed him off her with all her strength. He flew back across the hall and crashed into a door, breaking it down in the process.

The Lizard Scarlet got to his feet just as Tamera tackled him to the ground and they began to tumble around, both of them trying to gain the upper hand. They had tumbled out of the room before Scarlet grabbed Tamera and began to run through several walls with her taking the brunt of it. Finally, Scarlet collapsed onto the floor after going through the last wall with Tamera underneath him.

When he stood up and over Tamera, deep cuts and bruises littered her body as she was breathing heavily. She soon reverted back to her normal wolf form as her nails shrunk back to their normal length, her teeth became normal again and her fur length was back to normal as well. Weakly, she looked up at the Lizard Scarlet who stood over her, ready to attack "Scarlet... please..." she said between her breathes, but her plead fell on deaf ears.

Scarlet then got down on all fours and brought his snout close to her face to bite her, but then suddenly, a green mist began to fill the air around them. Scarlet growled and held his head as he breathed in the green mist and then, he reverted back to his human self before he collapsed onto Tamera.

"Scarlet?" Tamera asked placing her hands on his shoulders, trying to move him off her though mentally she was blushing at how close he was to her.

Groaning, Scarlet moved up and supported himself on his elbows "T-Tamera?" he asked looking down at her.

Despite how much pain she was in right now, Tamera couldn't help but admire his exposed muscular arms and his chiseled abs. She felt her face heat up at the thought of running her hands over them, but she was snapped out of her fantasies when she heard Scarlet say something.

"Are you okay?" he asked her with genuine concern.

"Well, I feel like I need a truck load of painkillers and that I could sleep for week, but than that, I'm good" Tamera answered him as he stood up.

He held his hand out to her and she took it gratefully as he helped her stand up on her now wobbly legs which caused her to lose her balance. Luckily Scarlet caught her before she could fall. Tamera instantly grabbed his shoulders to steady to herself as his hands rested on her hips. She looked up at him and could see that he was blushing since the bottom half of his mask was gone.

"We, uh... better go find the others" Scarlet said as he let go of Tamera and took a step back.

"Right..." Tamera agreed as they left the room they were in to see dozens of people all over the place that were reverted back from being lizards. They ran into Miles as they were searching for Spider-Man and Cho. Luckily they found them in Fitz and Simmons lab along with a now human Connors and Cloak.

"It's safe to say, Web Warriors plus reptile equals bad mojo" Miles said to no one in particular.

"But why did you do it, Connors?" Cho asked as his armor returned "Why turn into the lizard again?"

"It wasn't me, it was..." Connors was cut off by the sound of Venom calling for help over the communicators.

"Back to work, team" Spider-Man said as he, the other spiders and Tamera made their way to the cell block where Venom was, but when they got there, he was gone along with Doc Ock.

"The prison walls are bashed in" Miles said as he, Spider-Man, Scarlet and Tamera walked over to the whole in the wall "Like, by an enormous..."

"Rhino" Spider-Man finished for him.

"Oh, my God" Tamera said holding her head.

"He betrayed us" Scarlet stated.

"He was the spy all along?" Miles questioned.

"Rhino..." Connors began as he joined them in the cell "Was the one who injected me"

"So, he smashed your lab and your vials of Lizard cure" Scarlet said to him.

"He... must have" Connors said looking away "But I don't exactly remember that part"

"Search the Triskelion" Spider-Man said "Ock couldn't have gotten far"

Suddenly there's a loud noise that shakes the Triskelion and everyone looks outside to see Ock in a SHIELD Copter along with Rhino and Venom.

"He has agent Venom!" Miles said "Where's he taking him?"

"HYDRA" Spider-Man deduced "Gotta be"

"We were wrong to doubt you, Spidey" Cho said to him "We're... sorry"

"And it won't happen again" Miles told him.

"Good" Spider-Man said to them "I'm counting on that trust, I'm gonna need it. We've had our backs to the wall too long, it's time we take the battle to Doc Ock and HYDRA and we're not returning until we have Agent Venom back"

 _Meanwhile in Japan..._

Inside the Prime Minister's office in Tokyo, Japan, the Prime Minister could be found sitting behind his desk, reading a police report. The report was one that troubled him greatly, for it was his young eighteen year old nephew who had vanished while studying abroad in New York City

The doors to his office where opened by guards, and in walked a tuxedo wearing man, a man the Prime Minister recognized instantly.

"Prime Minister." the man said in English, with a bow as the doors to the office where closed, and the two of them where left alone. "How may I offer you my services?" He asked in his strong Japanese accent.

"Riku I'm sorry to call you on such short notice, but I'm afraid this matter needs the cunning of... a warrior." the PM informed Riku, preferring to use the mans real name as opposed to his warrior name.

"Which of my services are required?" Riku asked his boss. In response the PM slid the police report across his desk towards Riku, who picked it up and began to read it over.

"How long has he been missing for?" Riku asked his boss after he had read the report.

"Long enough, to the point where I cannot sit idly by and wait." the PM said as he stood up from his desk and made a gesture for Riku to follow him, and they proceeded to leave his office, and walk down the hall of the Prime Ministers building toward his Limousin which was parked outside the building.

"Has anybody claimed responsibility?" Riku asked the PM.

"Nobody has so far, but I know who has done this." the PM said as he paused to take a breath. "My men at our Embassy in America have been conducting their own investigation, and they turned up this." he said as he pressed a hidden button on his wrist watch and a holographic picture emanated from the watch. It revealed a man well known in America, but not in Japan.

"To whom am I looking at?" Riku asked, for the man was unknown to him.

"The man in question is named Otto Octavious–" the PM was cut off by Riku.

"How does he relate to your nephew?" Riku asked his leader, and in response the PM pushed another button on his watch and security camera footage popped up and showed his nephew being dragged through a sewer tunnel by a metal robot with eight long mechanical arms. "The man known as Doc Ock, is wanted by S.H.I.E.L.D. for multiple crimes-" the PM said before he was interrupted.

"Have we notified S.H.I.E.L.D. about this, I am sure Director Fury would be more than willing to help." Riku the Prime Minister.

"I do not want to put my city in the crossfire of Hydra, since we saw him working for Hydra when he captured all the Academy students, which is why I'm sending you in..."

"I have never questioned your orders, but are you sure this is wise, if we take down an American citizen, would it not cause not only political trouble, but international problems." Riku asked, and the PM had to admit he had a fair point.

"I am not asking you to kill the man, I want you to discreetly find my nephew." the Prime Minster said simply, to which Riku nodded silently.

"Rules of engagement?" he asked the Prime Minister.

"Use of deadly force is authorized, I will deal with any potential consequences." the PM said as Riku gave the PM a bow. "I assume you are providing my ride?" he asked the PM.

"Indeed, you will be taking my private jet to our Embassy in Washington D.C. where you will be given tools vital to your mission, and from there you will be escorted to New York." the PM said simply as Riku bowed again and hastily left, eager to begin his mission.

 **Let me hear your thoughts about this because I'm not sure when the next update will be because I'm gonna be working on a few other stories. Sorry :/**


	14. Chapter 14

**I know, I know. I know I said it would be a while before I would put up the next chapter, but I had gotten this done faster than I thought so I decided to post. I think you guys will really like this chapter :)**

 **Enjoy :)**

 **Disclaimer: I do not own USM or any of it's characters.**

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Chapter Fourteen: Starry Night

After we found out that Rhino was the spy, he had abducted Agent Venom and helped Ock escape. Spider-Man knew that they were heading for HYDRA, so he and the other Web Warriors spit up to follow up on some possible leads. Spider-Man and Scarlet took the Spider Jet while Iron Spider and Miles went on their own. I stayed behind to help clean up the carnage after the whole Lizards fiasco and to take care of my wounds. I know I have a healing factor now, but some of the cuts I got were deep so I didn't wanna risk making them worse by going on a mission.

I also went to go find Squirrel Girl to see if she was okay, luckily she was just a little shaken up from the whole ordeal. I spent a little time talking with her and I found out a few other things about her. Her real name is Doreen, which I think is a very pretty name; not a name you hear too often. I also learned the names of a few of her squirrels, which I thought were absolutely adorable, makes feel bad that I wanted to eat them before.

After that, I went to check on Maska and Leyla to make sure that they were okay. Thankfully they were since they stayed in the bunks the whole time this was going on and stayed safe. Though I noticed something was off about them, they both seemed uneasy and nervous about something. When I asked them what was wrong they told me it was nothing, but I could very clearly see that something was wrong. I didn't push it right now, hoping that they'll tell me when they're ready.

Then, finally after what felt like forever, but was only a few hours Spider-Man and Scarlet had come back. I wasn't able to greet them when they came back because at the time I was talking with Maska and Leyla, but now that I'm free I'm gonna go find them and see how everything turned how with Venom and Ock.

"Hey, Spidey" I greeted him when I met in one of the hallways and hugged him "How'd everything go? Did you guys find Venom?"

"Hey, Tammy" Spider-Man said back as he returned the hug "Yeah, we did. We ran into a little trouble at first, but nothing we can't handle. Now Flash's symbiote gave him an upgrade"

"I'm glad you guys found him" I said as I released him from the hug "What kind og upgrade did he get?"

"You'd have to see it" Spidey said "Right now he's in the training room sparing with Scarlet"

Huh? Did I hear him right?

"Sorry, I think I might have something in my ears" I tapped one of my ears "I thought you said Venom and Scarlet were sparing together"

"They are" he told him with a chuckle to his voice.

"Seriously? Oh, this I gotta see" I said with a chuckle of my own "I'll see you later, Spidey"

"See ya, Tammy" he said back before I made my way to the training room.

When I got to the training room, the door to it was partially open and I could hear the fighting inside. I leaned against the door frame and watched the two spiders spar each other. They're both great fighters, so watching them trying to one-up each other is tough. Venom is bigger than Scarlet and possibly a little stronger than him, but Scarlet makes up for it by thinking on his feet and being quick. I always wondered where Scarlet learned how to fight, he never really told me, but I guess it doesn't matter.

As I was watching them, I couldn't help but once again admire Scarlet's physic. I have no idea how he stayed in great shape while living in the sewers for so long, but it could have something to do with his increased strength with being spider. Either way, I don't care it looks good no matter what. Don't get me wrong, there's more than just a physical attraction I have towards him, underneath his tough guy attitude and rough exterior, he's understanding and kind. He also has a good heart, but he doesn't show it too often, I think he hides it away because he thinks people will see it as a weakness and he's anything but weak. He's a good man and he has good heart, I know this for a fact even if he won't admit it.

I was so lost in my thoughts that I didn't realize that the sparring match had ended until Scarlet walked up to me "What's up, princess?" he asked with his hands on his hips.

"What did I tell you about calling me, princess?" I asked him with a playful smirk.

"Fine" if it wasn't for his mask I could tell that he was rolling his eyes "What's up, punk?"

"Not much, Spidey told me how the rescue mission went" I answered him as Venom came up behind him.

"Great workout, bro" Venom said placing a hand on his shoulder "Hey, princess"

"Hello, Venom" I sighed "Great to have you back" why does everybody call me princess? I hate it.

"Great to be back" he crossed his arms over his chest "I'm gonna hit the sack, see ya" he walked past both us as he left the training room.

"You gonna head to bed, too?" I asked Scarlet.

Scarlet shook his head "Not really tired, how about you?"

"After everything that happened today, I got so much adrenaline pumping through me I won't sleep for two weeks" I told him with a laugh.

"Tell me about it" he chuckled.

"But I am kinda hungry, you wanna grab a pizza and hang out for a while?" I asked him.

He was quiet for a minute and didn't think he was gonna answer "I got nothing else to do, why not"

"Well, let's get going" I smiled at him before I heard him chuckle under his breath.

Soon enough we headed out and Scarlet managed to get a pizza from my favorite pizza place without anyone even noticing. I don't know how he did it, he's like a freaking ninja, but it doesn't matter since he got an extra large pizza with everything that we like on it. We were sitting on a rooftop a few streets away from the pizza place and just sat there enjoying the pizza and talked a little bit.

"So... what was that before? You becoming an uber wolf?" Scarlet asked taking a bit of his last piece of pizza.

I was caught off guard by it a little as I sighed and placed my pizza down in the box "I...I don't know, it just something I've been feeling inside me for a while now. I never knew what it was because until then, I kept feeling my animal side get stronger every time I was angry or something"

"Yeah, I noticed that" Scarlet said getting my attention as I looked at him "When we were fighting Ock at Oscorp, I noticed how aggressive you were; more than usual. I didn't know what it was until now"

"Well, I'm sorry you had to see that part of me" I said looking away as I grabbed my pizza again and took a bite out of it.

"Don't be" Scarlet said as I looked at him again "You almost kicked my ass when you were like that"

I smiled as I swallowed the bite of my pizza "I should've been able to, even after I went all Freddy Kruger on your ass"

Scarlet just chuckled and shook his head as he looked away. I smiled to myself as I finished up the last of my pizza before looking up at the stars. I sighed as I remembered what my grandfather used to tell me about them and how we used to paint pictures in the sky with them.

"You know..." I began "When I was younger, me and my grandfather used to go up on our roof after I had a lousy day at school and we would just make pictures in the sky" out of the corner of my eye, I saw Scarlet look at me "He always used to tell me that the stars are actually the souls of all the good people who've passed on and they look down on their loved ones and would guide them" I swallowed hard as I looked over at Scarlet "I like to think that my mother is up there...watching over me and my family"

Scarlet then looked up at the stars and was quiet for a few minutes before he spoke again "She would be proud of you"

"You really mean that?" I ask him in a serious but soft tone.

"Yeah" he nodded before looking back at me "You've gone through so much shit in your life, but look at you now. You're still staying strong, so yeah... I think she would be proud of you"

I smiled sadly at him "Thanks"

"If you tell the others the told you that, I'll kick your ass" Scarlet before looking back up at the stars.

I chuckled "Don't threaten me with a good time"

I heard Scarlet chuckle as well, but he didn't say anything else. It was quite between us for a little while as we just looked up at the stars. It's so peaceful being under the millions and billions of stars, nobody's judging you or anything. You can be yourself without being judged or having to impress anybody underneath them, now I remember why I used to love doing this so much.

"You know" Scarlet says finally breaking the silence "You never told me what the deal is with that locket of yours" I looked at him surprised for a second before looking down at my mother's locket dangling off my neck before gripping it tightly "I know you said it's important, but why is it so important?"

I was quiet for a minute before answering him "It was my mothers... she gave it to me before she died"

"I'm sorry" he said softly which was weird for him, but I didn't care at the moment "What was she like?"

I looked at him with a small smile "My mom was a great person, I always looked up to her when I was a kid. Come here" I scooted towards him a little and he did the same as I took off my locket and opened it up to show him a picture of my mother and of my father "My mother was a very out-going woman, she always wanted to travel and see the world. So when she was eighteen she was enlisted into the army, after being it for almost a year she came back home and met my father who was in college at the time. They were very much in love with each other and spend every moment with each other for six months before my mother had to go back on tour for two years. They kept in touch with each other constantly for the two years while my father finished up college to become an architect. After my mother's tour, she came back to father and a year after that they became engaged and the rest is history"

"Wow" Scarlet mumbled under his breath as he looked at my parents pictures "Your parents must've been very close"

 _ **Meanwhile**... **No POV...**_

Not too far away, a young man in his early twenties stood on a corner watching Tamera and Scarlet on the rooftop. He had an emotionless expression on his face as he pulled out his pocket watch and sighed. He closed it and placed it back in his pocket before looking up at the two again. He nods his head sadly before walking off and vanishes around the corner.

 _ **Tamera's POV...**_

"They were" I nodded before I sighed "After my mother died, my father was never the same. She was the love of his life, his only love so he never re-married. I always hoped I would find a love like the one my parents had, but now I'm starting to think it's not gonna happen"

"You never know" Scarlet said and I looked back at him as he handed me my locket back "Life's full of surprises" I smiled at him before putting my locket back on.

Scarlet then looked off in the distance as if he was deep in thought about something. I stayed quiet as I looked back up at the stars. It felt good to talk about my mother, I usually don't like to talk about her because it feels like if I do then I would miss her even more. I know it sounds stupid, but that's just how I thought for the past few years, but now that I actually did talk about her, it made me feel so much better. It felt like a huge weight was taken off my chest and I could breath again.

"I wanna show you something" Scarlet said suddenly as he stood up.

"What is it?" I asked as I stood up as well.

"You'll half to close your eyes" he told him and I just looked at him confused for a second "Do you trust me?" he asked taking my hand in his.

"Of course" I nodded gripping his hand firmly.

"Then close your eyes and hold on tight to me, okay?" he said as I nodded and closed the distance between us and wrapped my arms around his neck, holding him tightly before closing my eyes. I felt one of his arms wrap around me tightly before I heard him shot a web out and suddenly my feet left the ground.

I gasped as I felt myself in the air and clutched tighter onto Scarlet. It's good thing I've got my eyes closed because if I was to look down right now, I'd probably have a heart attack. You can probably figure out that I'm afraid of heights and Scarlet knows that, too which is probably why he told me to close my eyes. Scarlet maybe a jerk sometimes, but he can also be considerate when he wants to be. He knows I'm terrified of heights and when he first out about my fear he teased me, but now he has me close my eyes as we're swinging across the city so I won't be so scared. He may not act like it, but I know he cares about me and the others, which I think is sweet of him.

Finally after what felt like an eternity, we landed on solid ground. I felt my heart racing in my chest as I tried to catch my breath.

"You okay?" Scarlet asked me.

"Mm-hm" I answered as I took tried to steady myself "Can... Can I open my eyes now?"

"You can open them" Scarlet told me and when I did, I nearly lost my balance, but luckily Scarlet was holding on to me. When I caught my footing I saw that we were high up on one of the buildings.

"Where are we?" I asked him as I tightened my grip on him.

"We're at the very top of the Empire State Building" Scarlet answered and I looked around me, he wasn't kidding. If Scarlet wasn't holding on to me, I probably would've fallen from the 103rd floor.

"Why are we up here?" I asked looking up at him.

"Look" He motioned to my left and when I looked, my jaw nearly dropped. The view from up here was amazing, I could see the city lights, the lights from the bridge and the lights from all the cars. The lights from the bridge and the cars were reflected off of the the water in the bay, making it shine.

"Oh, my God" I breathed out "It's so beautiful"

Out of the corner of my eye I see Scarlet look at me "Yeah... you are" he mumbled.

"What was that?" I asked looking at him, not sure if I heard right.

"Nothing" Scarlet said looking away quickly.

I know what I heard and I wanted to know if I wasn't imagining any of this and if he was feeling what I've been feeling lately.

"Scarlet?" I asked as he looked at me "I want you to be honest with me, please" I swallowed hard as I looked at him through his eye holes "Do you... feel something between us?"

He was silent for a bit and I was nervous like crazy wondering what his answer would be, I just don't wanna sound stupid or look like an idiot to him. I just wanna know that I'm not making this up in my head.

"Yeah... I do" he finally said and I thought my heart was gonna burst out of my chest.

"Really?" I ask him and he nods his head as I feel a smile form on my face "I've been feeling it, too... for quiet some time now. How long have you felt it?"

He looked away into the distance as I saw him swallow hard "A few weeks now..." he finally answered.

"How come you never said anything?" I asked him "Why didn't you tell me sooner?"

"You know I hate opening up to people" Scarlet said as he looked back at me "I... I can't express my feelings like the rest of you punks can"

"You shouldn't have to keep it inside all the time, Scarlet" I told him "If you have something to get off your chest, then just say it. It's better than bottling it up inside where it could away at you"

He was silent again and I don't know how more of this I can take "Scarlet... do you trust me?" I asked him in a serious tone.

He nodded his head "Yeah, I do"

"If you trust me, then you know that you can lower your guard around me" I said to him as I placed my hand on the side of his face "Just... lower your walls down a little bit, Scarlet... just for a minute" He looked right at me without saying anything "Please..."

He remained silent, so I decided to take a chance. I reached up and grabbed the ends of his mask and slowly began to pull it up. There was no protest from him, so I continued on until I came to his nose and stopped right there. I placed my hand back on the side of his face and swallowed as my eyes wandered down to his mouth. He licked his lips as I slowly leaned forward and placed a gentle kiss on his lips. I felt a jolt of electricity course through me as my lips lingered on his for a few seconds.

I was about to pull away when I felt Scarlet's hands pull me closer to him and deepened the kiss. He kissed me fully on the lips as my arms wrapped around his neck as I tried to pull him closer to me, but there was no more room between us. As we kissed, I felt something ignite inside me and it felt incredible; I've never felt anything like this before with anybody. I wish we would stay like this forever in our own little world.

 _ **Meanwhile, back at the Triskelion... No POV...**_

In the bunks, Maska and Leyla were waiting for Tamera and Scarlet to return. Leyla was pacing back and forth while Maska sat on the bed watching his sister pacing anxiously.

" _Leyla, pacing will not bring Tamera or Scarlet back any faster"_ Maska said to her in their own language _"Just be patient"_

" _I have been patient, Maska"_ Leyla replied to him _"I have been patient for months, but Tamera needs to know the truth now before she gets hurt"_

" _But she's so happy"_ Maska said to her _"Don't you want her to be happy?"_

" _Of course I do, that's why she needs to know the truth"_ Leyla said as she stopped pacing and looked at her brother.

" _The truth will only hurt her more"_ Maska replied " _Why not let her enjoy the happiness she has at the moment?"_

" _Because she is being led on!"_ Leyla states angrily _"He works for the enemy, he does not care for her"_

" _Yes he does, Leyla"_ Maska stated standing up on all fours _"He cares for her greatly, I can feel it"_

" _Then you must also feel his deception"_ Leyla said angrily.

" _Of course I do!"_ Maska says in anger _"Do you think I'm an Idiot that do not realize that my closest friend is deceiving everyone? I know what he is doing and I do not like it, but there is nothing I can do about it"_

" _Yes, there is!"_ Leyla said moving in front of him _"We can tell her the truth about what his true intentions are"_

" _It'll crush her"_ Maska says sadly looking down.

" _I know it will, but she needs to know before she falls any deeper or any harder for Scarlet"_ Leyla says in a sadden tone as she lowers her head _"Before it's too late"_

 **I will be working on a few other stories, too so let** **me hear your thoughts on this :)**


	15. Chapter 15

**Here it is, the next chapter. I will admit that this probably isn't my best chapter and that really bums me out and I'm sorry about that.**

 **Disclaimer: I do not own USM or any of its characters**

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Chapter Fifteen: Force of Nature

These past four weeks have been the longest weeks of my life. Right after the whole Lizards fiasco, we find out that Rhino was the spy and busted Ock out of prison while also nabbing Agent Venom. Then Spider-Man and Cho bring back a villain turned good guy called Sand-man who they actually saved from Ock. After that, Spider-Man's best friend Harry Osborne gets put into a coma after getting attacked by Anti-Venom, another one of HYDRA's experiments. It also put Agent Venom down for the count and he's been unconscious for nearly two weeks now with a broken leg.

Spider-Man's been beating himself up about for what happened to Harry and Venom, I feel so bad for him, he also has so much on his plate right now. So, I offered to help him out by finish organizing the dance that's coming up in a few weeks, I'm so excited for that! I'm also excited because Scarlet and I are finally an item after we kissed that night on the Empire State Building.

Right now, I'm on my tablet going over some things for the dance while walking through the Triskelion. I look ahead of me and I see a crowd of some students surrounding Spider-Man who's standing upside down. They were bombarding him with questions and he couldn't answer all of them right now as he took off web swinging down the hall.

"Cut him some slack, guys" I say getting their attention as they all look in my direction "He's got a lot to deal with right now, just be patient with him. Oh, Iron Spider what shirt size do you take?"

"I'm a medium, why?" he answered with a question of his own.

"Because I am renting out tuxedos for you guys and I need the sizes" I say as I tap it in to my tablet "Spider-Man and Scarlet are the same size... already got Miles and now Iron Spider, Flash is a large so I'll rent one out for him just in case"

"I thought Spidey was in charge of that" Doreen said as she walked over to me.

"Well, since he has so much to deal with right now, I offered to finish organizing the dance for him" I typed a few more things in then I realized I don't have a dress for the dance!

"Crap..." I mumbled placing a hand on my forehead.

"What's wrong?" Doreen asked me.

"I don't have a dress" I sighed "The dance is in two weeks and I don't have a dress"

"It's okay, Tammy" Doreen told me "I don't have a dress either, how about later today you and me go dress shopping"

"Really? I mean can we, with the way we look and all?" I asked her with uncertainty.

"Just wear a disguise" Doreen shrugged "Wear something to hide your tail and ears, it's no biggie. When I go out, I just stuff my tail in my pants"

"And it works?" I ask her.

"Yeah and also" she leaned forward and whispered "it makes my butt look bigger"

I sputtered a laugh right there "Are you serious?"

"Absolutely" Doreen answered with a laugh of her own "Plus, I know the owner of a local boutique, she'll help us out with finding the perfect dresses"

"Awesome" I smiled as I put my tablet to sleep just as Doreen lets out a loud yawn "You okay, Doreen? You seem really tired"

"I'm fine" she answered "I've just been having this really weird dream the past few nights"

"Yeah? What's it about?" I ask her curiously.

"Well, I keep seeing this man" she answered and I felt uneasy "He has black hair, wears a dark suit and he has this deep..."

"Deep voice" I finished for her and she looked at me shocked.

"How did you..." she began but I cut her off.

"Come with me" I grab her hand and lead her to the bunks where we can talk in private. I charged up my tablet as me and Doreen sat on my bed with Maska and Leyla close by. Doreen tells me that she's been having the dream for the past few nights and it's keeping her awake. She says that she keeps finding herself in a black void and there's nothing around her, just darkness before suddenly a stream of blue fire forms a circle around her and she's trapped. Standing outside the circle of fire is a tall man with black hair, pale skinned and wearing a black suit and tie. He would speak to her in a deep almost dark voice saying that she is so much more than what she was become and when she asks what he means by that, she wakes up.

I swallowed hard and my mouth became dry. She described this man exactly like the man in my dream, but how is that even possible?

"Tammy... are you okay?" Doreen asked me.

I let out a shaky breath "...I've seen him, too"

Doreen's eyes go wide like dinner plates "How... how is that possible?"

"I-I don't know" I answered and then I had a thought "Hang on a second" I got up and walked over to the closet where I keep some of my things and pulled out a sketch pad I had brought from home. When I was a kid, I used to love to draw all kinds of things, but as I got older I sorta lost interest in it. I brought it with me because there was always a small part of me that wanted to try and draw again someday.

I sat back down on the bed next to Doreen "Do you have a pen or something I can borrow?"

"Uh, yeah" Doreen said as she opened up one of the pouches on her belt and pulled out a pen.

"Thanks" I said taking the pen from her as I popped the top off. Soon, pen hit paper and I started to sketch out the man from my dream. Everything from his smooth jet black hair to the sems in his suit and tie, I made sure I got every last detail in before I finished.

When I finished, I let out a sigh before showing the sketch to Doreen. I heard her gasp slightly before she took the sketch pad from me and stared at the sketch intensely.

" _Tamera..."_ I heard Leyla say in my head as I looked at her and Maska lying in front of me _"There's something we need to talk about"_

"Not right now, Leyla" I shook my head "This is important"

" _But..."_

"Not now" I said looking back at Doreen "That's him, isn't?"

Doreen swallowed hard before nodding her head "That's him"

I let out a heavy sigh "How is it possible that we're dreaming about the same man?"

"I...I don't know" Doreen shrugged her shoulders "Maybe it's just a weird coincidence?"

"Maybe..." I said as I took the sketch back and then suddenly, an alarm starts blaring "Sounds like trouble"

"Let's go" Doreen said as the too of us got up and ran out of the bunks, passing by my mirror I keep on the closet door, completely unaware of the eyes watching us from the other side.

After finding out that the alarm was actually a distress signal from an offsite SHIELD Base, Spider-Man, Scarlet, Miles, Cho and I decided to head out and find out what's going on. Upon arriving there, we see that it's actually an abandoned mall which looks like no one's been here in years. Spider-Man and the others decided to head inside to check things, but he felt it would be better for me to stay on the Spider Jet. What?! He said that there's no telling what could be in there and he wants me to be safe. Are you kidding me?! I am not a powder-puff, I can take care of myself, he's seen me fight. I am perfectly capable of handling myself in a fight, but never the less I am stuck on the plane until they get back. Ugh! I can't believe Spider-Man benched me from this mission, he's like an over-protective mama bear.

I decided to take out my phone, yes I got a new phone after I joined SHIELD and send Doreen a text message. After a few minutes, she finally responded.

 **Doreen: Hey! What's up? How's the mission?**

 **Tamera: Don't know, Spider-Man had me stay on the jet so I would be safe :(**

 **Doreen: Really? That sounds like something Spidey would do.**

 **Tamera: (Rolls eyes) Tell me about it, so what are you doin'?**

 **Doreen: I checked out the boutique's website and I found some dresses for us.**

 **Tamera: Really?**

 **Doreen: Yeah, in fact I found three that would look amazing on you. Hang on, I'll send you the pics.**

 **Tamera: Kay**

After waiting for a few minutes, Tamera got the pictures Doreen sent. The dresses were beautiful. One was a floor-length red off the shoulder dress with a slit going up past the knee, the other was a silver floor-length sleeveless glitter dress with a plunge neckline and was backless along with a slit going up past the knee and the last one was an ankle length white corseted strapless dress with a glittered bust line.

 **Tamera: Oh, Doreen they're so beautiful I don't know which one to pick.**

 **Doreen: Well, after you get back we can head down to the boutique and you can try them on.**

 **Tamera: Sounds good :)**

 **Doreen: I also found a couple of dresses for me, but I'm not sure which one to go with. Here's the pics**

Two seconds later, I got pictures of three more beautiful dresses. They were all long strapless dresses, one was a solid green dress that stops at the ankles. The other one was a yellow floor-length dress and the last one was a black sequin floor-length dress.

 **Tamera: I think the green one would look great on you.**

 **Doreen: You really think so?**

 **Tamera: Absolutely :) green is your color and you would look great no matter what you wear.**

 **Doreen: Thanks, Tammy :)**

 **Tamera: What are friends for? :)**

 **Doreen: Ur the best :)**

Before I had a chance to reply back, my ears pick up as something from outside gets my attention. I get up from my spot and head over to the window where I see the boys coming out of the mall with someone I didn't recognize. It was a man, just a few years older than my father with short black hair wearing some kind of suit.

 **Tamera: I gotta go Doreen. I'll see ya later**

I didn't wait for her response as I put my phone away just as the boys boarded the plane with our mysterious guest.

"Hey, guys" I greeted them with my hands on my hips "What happened in there?"

"Long story" Spider-Man said as he headed for the front seat "I'll explain later"

When I saw Scarlet, I pulled him to the side to find out what's going on "Who is that guy?" I asked as Miles and our mystery friend took a seat in the back.

"His name's Morris" Scarlet told me "From what he told us, he was being hidden in a secret underground SHIELD base where Fury was looking after him"

"What was he doing down there?" I asked him.

"Says he was trying to control his powers" He answered me "He can turn into and control water"

"Really?" I asked before looking over at Morris and he looked at me with a smirk and winked at me. Something about him doesn't feel right to me, like there's more to the story than what he told.

"You sure you can trust him?" I asked looking back at Scarlet.

"Spider-Man thinks he can be trusted, but I'm not so sure about him" Scarlet said crossing his arms over his chest.

"Same here, I'm getting a bad feeling about him" I said as I felt a chill go through me as I looked at him again and he looked at me strangely "I don't like the way he looks at me"

"Don't worry, babe" Scarlet said placing a hand on the side of my face as I looked back at him "He won't touch you... not while I'm here"

I smiled up at him and pressed my forehead against his. I breathed in his scent; it was different now, not like the sewer smell he used to have. He smelled like soap, sweet and milky along with hints of fresh ginger. I love how he knows that I'm capable of taking care of myself, but he still wants to protect me... it shows that he really does care about me.

"Thanks" I smiled at him and placed a hand on his chest. Every time we're together, I can feel his heart racing and I can feel his body heat up at my touch.

"Ah-hem!" I heard behind me and saw Spider-Man standing behind us "If you two are done flirting with each other, we have to get going"

I just groaned inwardly and rolled my eyes as Scarlet and I separated and he sat next to Morris, probably to keep an eye on him along with Miles. Spider-Man and Cho sat up from piloting the jet as we headed back to the Triskelion.

As we were flying back to the Triskelion, I kept my distance from Morris while Scarlet kept an eye on him along with Miles. Right now, I was on my phone looking at the pictures of the dresses Doreen sent me. They were all so beautiful and I couldn't decide which one I wanna wear. As I doing this, I couldn't help but over hear the conversation between Miles, Scarlet and Morris.

"So, what's the story behind that wolf-girl? Does she work for SHIELD, too?" I heard Morris ask.

"Yeah, she does" I heard Scarlet tell him in a tone I know as his defensive tone. He always used that tone every time I would try to ask him something about his past, so I pretty much know Scarlet and how he is.

"Why so defensive?" Morris asked "I was just wondering"

"He's her boyfriend" I heard Miles say to him. It still makes my insides flutter every time I hear or think about how Scarlet is my boyfriend. I've never had a real boyfriend before, I mean there were few guys in school I used to have crushes on and one of them even flirted with me and took me out a few times, but... it wasn't real. What I have with Scarlet, I know it's real and real beats fake any day of the week.

"Oh..." I heard Morris say and I felt his eyes fall on me, but I tried to ignore him "Well, you're lucky, she's pretty cute... for a wolf at least"

I felt a growl emanating from my throat when he said that, but I'm trying to keep my Uber Wolf side in check. I don't wanna loose it every time I get upset over every little thing that someone says or does.

Then, suddenly I felt the Spider Jet shift as it turned around. I put my phone away and look at the others. Apparently, our friend Morris noticed it, too along with Scarlet and Miles as he walked over to Cho and Spider-Man.

"Why are we turning around?" he asked them as I stood up.

"What? We're not turning around" Cho said with uneasiness followed by Spider-Man chuckling nervously. What is going on here? That's also when I noticed Scarlet and Miles walk up behind Morris and he did not look happy.

"Don't play games with me!" He said in a deep voice as he turned...into water?! What the hell is this?

He then rose up in a funnel of water and pinned Cho and Spider-Man to the control panel with his now giant hands "So you figured it all out? Took ya long enough" he said mockingly.

"On the plus side, Hydro-Man is a way cooler name than Morris" Spider-Man said as he struggled to get free.

I looked over at Miles and Scarlet who have yet to make a move. Scarlet looked at me and made a motion with his hand and I nodded in understanding.

"I hate water!" Scarlet yelled as the three of us tackled Hydro-Man the ground.

"Until I can destroy Fury myself, I'll have to settle on destroying his little helpers" Hydro-Man declared as the three of us tried to hold him down.

He then tossed Spider-Man and Cho into the control panel and sparks began to fly from it "He shorted out the instrument panel" Cho said as he climbed into the drivers seat "I've lost control!" There was a low humming sound and it sounded like the engines had shut down.

"We've gotta contain him!" Spider-Man declared as tried to attack him, but every hit and kick went right through him. Even when I used my arrows and tomahawks had no effect on him, well duh! He's made of water everything goes right through water.

Hydro-Man swung his arms around, nearly missing Spider-Man and Scarlet, but I wasn't so lucky. His arm collided with me sending me flying and slamming into the wall, hard. I landed on the floor, dazed and dizzy as everything began to swirl around me.

"Tammy!" was the last thing I heard before everything went black. Ugh! I really hate passing out.

* * *

My head was killing me and everything was dark, it felt like I was swimming in the darkness. I felt almost numb.

"Tammy? Tammy, can you hear me?" I could hear voices around me, but they sounded somewhat distorted.

I force my eyes open and everything is spinning, I thought I was gonna hurl, but I took a deep breath as I closed me eyes for a few seconds before opening them again. Soon, everything started to focus and I saw that I was in someone's house. I looked around and I saw Miles, Cho and Spider-Man standing over me, I also saw an older woman sitting near me along with Scarlet.

I groaned as I held my head "What happened? What hit me?"

"Long story" Spider-Man told me "How do you feel?"

"Like I got a jumbo jet dropped on me" I answered and then it all came back to me "Hydro-Man, where is he? Is he contained?" I sat up quickly, but soon regretted it as the dizziness came back.

"Easy, Tammy, easy" Spider-Man said placing a hand on my shoulder to steady me "It's okay now, we were able to contain him and SHIELD is transporting him back to his containment facility"

"Oh, good" I sighed with relief "But what happened to me? Why does my head hurt like crazy?"

"You hit your head pretty bad back on the Spider Jet when we were fighting Hydro-Man" Miles told me "When Cho managed to land the jet, Ben brought you here where you would be safe"

"Ben?" I asked "Who's Ben?"

"Me" Scarlet said sitting next to me on the couch.

I was surprised to say the least "You have a real name now?"

Scarlet nodded "May, here gave me my name after I saved her from Hydro-Man" he motioned to the woman behind him who smiled at me.

I returned the smile "Ben...I like it, it fits you"

"Yeah... well" he rubbed the back of his head "I like it, too"

"How are you feeling now, honey?" May asked as she stood behind Scarlet.

"I'm getting there, thank you" I smiled and nodded at her.

"So, what's your real name, honey?" she asked me.

"Tamera, Tamera McDaniel" I told her and her eyes widened slightly at that.

"You're not related to Samuel McDaniel by any chance are you?" she asked me.

"He's my grandfather, why?" I asked her with a tilt of my head.

"I know him, he works at the soup kitchen I volunteer at during the holidays" May told me.

"Really?"

She nodded "Yes, he always talks about his granddaughters and I have to say you are much prettier in person"

"Well, my grandfather doesn't know about my... new appearance" I told her as I looked down.

"Oh, I see" she said almost sadly "Well, I still think you look beautiful, honey"

"Thanks" I said almost shyly since I'm not used to anyone outside my family telling I was beautiful.

"Thanks for everything, Aunt May" Spider-Man said walking up to her and hugging her.

"Of course, Peter" May said returning the hug "Anything for my nephew and his friends, don't be strangers; you're all welcomed here"

"Thanks, May" Miles said with a nod of his head.

"Well, we better be getting back to the Triskelion" Spider-Man said "I still got a lot of work to do"

"And I'm supposed to meet Doreen in a little while" I said standing up from the couch rubbing my head "We're gonna go dress shopping"

"Dress shopping? For what?" May asked me.

"Well, Spidey's been planning this dance for sometime now and it's gonna be in a few weeks, so me and Doreen are gonna go look at some dresses for it"

"A dance?" May asked before looking over at Spider-Man "You didn't tell me you were planning a dance"

"Well, with everything that's been going on lately, I didn't really have a chance" Spider-Man told her before looking over at me "That's why Tammy here offered to finish organizing it for me these last couple of weeks"

"Well, I think that sounds wonderful" May said as she looked over at me "So, is there anyone you plan asking to the dance?"

"Yeah, in fact I asked him a few months ago and after some convincing, he finally said yes" I told her.

"Oh and who is the lucky guy?" May asked with a huge smile on her face.

Before I had a chance to answer, Scarlet got up and came over to me. He wrapped an arm around my waist and brought me close to him as I placed a hand on his chest and smiled up at him.

"Well, that's wonderful" May beamed as I looked over at her.

"I'll call you tomorrow, Aunt May" Spider-Man said as we started to leave.

As soon as we left Queens, we made it back to the Triskelion where Spider-Man was starting yo get everything under control and Venom's recovery is improving. Scarlet gave him his own version of a compliment to which Spider-Man called him Ben and wanted a high five which Scarlet denied him, again. We also found out that the SHIELD team that was transporting Hydro-Man back to his containment facility was intercepted and Hydro-Man escaped. Just great, another baddie just waiting to get picked up by Ock for his new Sinister Six.

After that, Doreen and I decided to head out to get to the dress shop. I took her advice and I put on a disguise to hide my tail and ears. Even though it's hot as hell outside, I put on a trench coat long enough to hide my tail and a fedora. God, I look like one of the ninja turtles from the old nineties movies. Doreen had worn a simple pair of jeans and a t-shirt and just stuffed her tail into her jeans.

As we got to the boutique, I followed Doreen to the back of it where she said the owner would be waiting for us. She said the owner is a friend of her's, but I'm still a little nervous on how she's going to take my appearance. When I took off my disguise, she wasn't freaked out or scared like I thought she would be, in fact she said that I looked beautiful. I'm not really used to people calling me that, but it's nice to hear it. The woman's name was Gladys and she's known Doreen since first came to New York from California, she's a very sweet and honest woman and she looks to be a little younger than my grandfather. Anyway, she went back and got the dresses that Doreen and I had picked out.

"Okay, here we go" I say as Doreen and I try on our dresses.

"So, are you nervous?" Doreen asked as she tried on the green dress she had.

"About what?" I asked as I slipped into the white dress, but I wasn't really comfortable with the corset on.

"About the dance, silly" Doreen said admiring herself in the mirror as I went to take off the white dress.

"Why would I be nervous?" I ask from the changing room I was in.

"Cause you're gonna be dancing with your boyfriend in front of everybody else and you get see him in tux" Doreen giggled as I changed into the red dress.

I felt butterflies in my stomach when Doreen referred to Ben as my boyfriend and it is in a good way. I've never had a serious boyfriend before and with Ben, I'm actually really happy with him.

"I think I'm more excited than nervous" I say as I walk out of the changing room and stand next to Doreen as I see how I look in the mirror "So, are gonna get the green dress?"

"Yeah, you were right" Doreen said looking at herself one more time before heading back to change "Green really is my color and I guess I can understand why you're excited, I am too"

I smile to myself as Doreen heads off to change out of the dress and back into her regular clothes. I really like this red dress, but it seems too long for me even if I did wear heels and the material isn't very breathable for me, so I head back to try on the silver dress.

"Are you gonna be going with anyone Doreen?" I ask from the changing room.

"I don't think so" I heard Doreen say and I could tell she wasn't happy about that "I think it's just gonna be lonesome me"

"You know, you don't have to have a date you can just hang out with your friends" I say as I try on the silver dress.

"Well, I won't be able to hang out with you too much since you're gonna be with Scarlet" Doreen said as I heard her walk out of the changing room "And Spidey's gonna be going with White Tiger"

"Really?" I ask her as walk out of the changing room to see how the dress looks "Are they going as friends or are they together"

"No, they're not really together" Doreen told me "They've hung out a few times outside of SHIELD, but they're not a couple or anything"

"Huh" I say as I walk over to the mirror and my mouth dropped as I saw how I looked. The dress hugged my body perfectly, feeling like another skin and it looked beautiful on me. This is it, this is one that I want.

"Wow" I heard Doreen say next to me "You look amazing in that"

"Thanks, I think I'm gonna get this one" I tell her as I look at my reflection in the mirror.

"Awesome" Doreen said "I'll go tell Gladys about the dresses and then we're all set"

"Okay" I say as she heads out. I just couldn't believe how amazing this dress looks on me, I've never worn anything that felt like this before.

After getting changed back into our regular clothes, Gladys got our dresses all ready for us in garment bags. Since Doreen is a close friend of Gladys, she didn't charge us anything, telling us it was on her. As we were heading back to the Triskelion, Doreen and I were talking about everything and anything. Doreen is a great person and I am so glad I met her, she's the closest thing to a best friend I've ever had. She's only known me for a weeks and she's already done so much for me, I hope one day I get the chance to repay her.

 **Let me hear your thoughts please :)**


	16. Chapter 16

**It's finally here! The dance chapter you've all been waiting for :)**

 **I do not own the songs used in this chapter nor do I own USM or any of it characters**

 **Enjoy :)**

* * *

Chapter Sixteen: The Dance

A few more weeks had gone by and it was now the night of the dance! To say I was excited would be an understatement, I've looking forward to this dance for weeks. Right now Spider-Man and I were just going over some last minute preparations to make sure everything's in order. We decided to have the dance outside instead of inside because I think dancing under the moon and stars is so romantic. Okay, so I'm a romantic at heart, sue me.

"Okay, so everything's set?" Spidey asked as we looked over everything on my tablet.

"Yep, everything's all set" I answer him "All that's left is for everyone to get their dancing shoes on"

"You excited?" Spidey asked me.

"Is that even a question, of course I am" I tell him "How about you? You excited since I heard that you're taking Ava to the dance"

The question seemed to catch him off guard as he looked at me with his eye holes widened slightly "Yeah... well, I uh...Uh..."

"Hey, it's okay" I tell him "You don't have to be embarrassed around me, she seems like a really nice girl"

"She is" Spidey said with an awkward chuckle "It's just, she wasn't gonna go to the dance because no one asked her and I thought maybe she'd want to go with me"

"Well, I think it's sweet" I say with a smile "Do you... do you like her?"

I heard him let out a sigh "A little yeah, but there's another girl that I like more, but it wouldn't work"

"Why?" I ask him.

"Because she doesn't know about me being Spider-Man and the two of us have been best friends since we were little kids" he explains to me "If I told her that I have a crush on her, it might complicate things and ruin our friendship"

"I can understand where you're coming from" I tell him with a nod "But you should be honest with her, tell her how you really feel. You never know, she might feel the same way about you"

"You really think so, Tam?" he asked me, unsure.

"Of course," I tell him "You're a great person, Peter and you've got the biggest heart of anyone in this world"

"...Thanks, Tammy" Spidey said looking down almost shyly "You're a great friend, you know that"

"Well, you guys are the first friends I've ever really had, so I try my best to be a good friend" I explain to him.

"Then, I guess we're pretty lucky to have you, huh?" Spidey said and this time I look away shyly.

"Thanks" I tell him with a smile, and he nods in return.

"Why don't you join the other girls and get ready?" Spidey suggested "The dance is in two hours; I can handle whatever's left before getting ready myself"

"Are you sure?" I ask him.

"Yeah, go ahead" He says with a way of his hand "I got this"

"Thanks, Spidey" I say as I hand him my tablet before hugging him "You're a great friend, too"

I then took off down the hall towards the bunks to get everything I needed. I got my dress out of the closet and changed out of my clothes to head to the showers first. I wrapped a towel around myself before grabbing my dress and heading for the showers.

I was walking fast towards the showers and wasn't really paying attention to anything being as excited as I am. I then turned the corner to the showers and as soon as I walked inside, I collided right into someone.

My eyes widened and my mouth dropped as I saw that I had bumped into Ben who was wearing nothing but a towel exposing his very chiseled mid-section. He had water dripping from him as he was leaving the showers and I couldn't help but stare and marvel at his abs and muscular figure that looks like they were molded by God's hands. I felt my face redden as I looked up at him and he had a look of surprise on his face as well as his eyes trailed over me. It was then that I noticed that the towel was a little shorter than I thought it would be and it was exposing the tops of my breasts and showed more of my legs than I usually show.

I opened my mouth to say something, but no sound came out. I don't even know what to say right now, I was at a loss for words. I noticed Ben swallow hard as he tried to say something, too but nothing came out.

"Awkward~" I heard someone say in a sing-song tone.

I looked behind me and I saw Doreen standing against the wall, already in her dress as she was snickering.

I glared and growled at her for a minute "Sorry, I'm leaving" she was still snickering as she walked away. I know she's going to tease me about this later.

I then turned back to face Ben with a sigh "Well... that was embarrassing"

"Yeah..." Ben said his voice trailing off.

"So, um... I'll see you at the dance... ok?" I say as I walk around him to enter the showers.

"Uh, yeah... sure" he said as I saw him walk away. I then quickly made my way into the showers and closed the door as fast as I could. I pressed my back against the door as my heart continued to race, that was the most embarrassing and awkward thing ever. I know Ben is my boyfriend now, but it's first time either of us had seen each other like that.

As soon as my heart slowed down, I headed into an empty shower stall. I waited until the water was nice and warm before I took off my towel and placed on the rack right outside the shower. I stepped in and let the warm water run down my body and through my hair as my ears flattened themselves so no water would get in them. Even covered in fur, the warm water still feels good on my body, I've been pretty tense lately about everything, so a nice hot shower does the body good.

What just happened was still running through my mind, I'm not gonna lie that I didn't mind seeing Ben like that. He's got a great body, very muscular and in very good shape considering he trains and works out often. I don't know exactly what it was, but when I saw him like that, something inside me wanted him badly, like sexually. Ben and I haven't discussed this yet and that makes me nervous because obviously we're both virgins so we wouldn't know what to do. We've been together for a month now and we've never once been intimate with each other and I think that scares him as much as it scares me.

Once I was finished in the shower and dried off me hair and fur, I grabbed my dress and headed back to the girls bunks to get ready. When I walked in, I saw Doreen and a few other girls who were still getting ready. I noticed Doreen giving me an amused look as I walked over to her "So…?" she began as I placed my dress down.

"So…?" I asked as I walked over to a wall mirror.

"So, did things steamy in the shower for you and Ben?" she asked me with a smirk and I just rolled my eyes.

"For your information, no" I said as I through the towel off and picked up my dress.

"Well, that's no fun" Doreen said with her arms crossed.

I shook my head as I started putting on my dress. Wow, it looks better than I remember, and it fits just perfectly. I smoothed it out a little as Doreen came up behind me "Want me to do your hair?"

"Yeah, I would like that" I told her with a nod.

"You know" Doreen began as she started to brush my hair "I was just messing with you before"

"I know, it's just…" I sighed as I looked at her reflection in the mirror "It's just, Ben and I haven't talked about that yet and it scares me. I think it scares him, too"

"It happens in relationships" Doreen said "I don't have any person experiences with this kind of stuff, but what I do know is that it usually happens when you're both ready"

"But that's the thing" I tell her "I don't know if either of us are ready"

"Tell me something, Tammy" Doreen began as she started tying my hair back "How long have you and Ben been together?"

"For a month now" I answer her.

"OK, so let me ask you this: do you love him?" she asked me.

The question kind of caught me off guard since I wasn't expecting her to ask me that. To be honest, I didn't know. I mean, I really care about Ben and he means so much to me, but do I love him?

"I…I'm not sure" I tell her "I've never loved anyone outside of my family, so I don't know"

"Well," Doreen said as she finished putting my hair up into a loose bun with a few strands escaping on the sides of my face "When the time is right, you'll know" she put her hands on my shoulders and rested her head against mine "You look so beautiful. Ben's gonna love you in this and he's gonna love you even more out of it"

"Doreen!" I laughed and she laughs with me as I turn to face her.

"But in all honesty, you do look beautiful" Doreen tells me seriously.

"Thanks" I smile as I look down in embarrassment "You look beautiful, too"

"Now, let's get going. We're gonna be late" Doreen says as we squeal with excitement and walk fast out the door.

 ** _No POV… Outside the Triskelion…_**

The moon hung high up in the sky as the stars sparkled and danced all around it and the dark night sky. The whole outside of the Triskelion was decorated beautifully, there were lanterns hung around two tents that covered the food and refreshment tables, there were flowers hung around as well.

Some of the students and other SHEILD agents were already out there hanging out amongst themselves. The Web Warriors were gathered together as they were waiting for everyone else to arrive.

 **Ben's POV…**

I can't believe I let Tammy talk me into wearing a stupid tuxedo. I mean, come on! This is monkey suit is choking me to death. I tried loosening it up around the tie, but it's not any better. This thing is tighter than my Scarlet Spider suit, for crying out loud! The only reason I'm wearing this is because Tammy really wanted me to wear it. The things I do for her… I just wanna see her happy and if wearing this monkey suit makes her happy, then I guess I can put up with it.

I've never felt this way about anyone before, I care about her so much and I think I might even… love her. The two of us have been together for a month now and my feelings for her are increasing every day I'm with her. Even if I do love her, I still have a job to do, but it's gonna make it so much harder for me to do now. I don't wanna hurt her, but if I go through with this, I might end up losing her, too. The only way to keep me from hurting her might be for me to tell her the truth, I know she'll probably hate me at first, but I have to tell her. I'm gonna tell her tonight, I have to.

"Hey, Ben" I hear Peter call my name, snapping me out of my thoughts "You look pretty dapper tonight" he, Miles, Cho and Flash who's now in a wheelchair come over to wear I am.

"Shut up, punk" I say I as once again try to loosen this stupid thing "I look ridicules"

"Well, she doesn't" I hear Flash say and I see him looking off in the distance and I follow his gaze. My mouth nearly drops to the ground when I see Tamera at the entrance with Squirrel Girl right next to her.

Tamera had her raven black hair up in bun with a few strands escaping and framing her face perfectly. The dress she was wearing made her look so beautiful, it was a silver sleeveless glitter dress with a plunging neckline. It hugged her curves perfectly and it made her stand out amongst everyone else.

I felt my mouth go dry at the sight of her and a lump formed in my throat. I saw her eyes scanning around through everyone until her eyes locked with mine. She smiled brightly at me and my heart was beating so fast I swear, I thought it was burst through my chest.

"Ben?" I heard Peter say my name, once again snapping me out of my thoughts and looked over at him "You okay? You look like you're about pass out"

I took a deep breath and straightened myself out "I'm fine, punk" I then walked off towards Tammy and Squirrel Girl.

"Hey" Tammy said with a smile as I stood in front of her.

"Hey" Was all I could say, because I was completely taken back by how amazing she looks "You, uh… you look great"

"Thanks" Tammy looks down shyly "You look really good. You clean up very well"

"Yeah, well… I still feel pretty stupid in this thing" I say shrugging my shoulders.

"Trust me, you look anything but stupid" Tammy says looking me up and down.

I didn't know what else to say, I was at a loss for words because I just couldn't take my eyes off Tammy. I don't know what it is that makes her look so much more beautiful, well she does have natural beauty, but the way she looks now… makes her twice as beautiful.

"Uh, hello? I'm here, too you know" Squirrel Girl says trying to get our attention, which snapped us both out.

"Oh, sorry Doreen" Tammy apologizes as the breeze starts blowing her loose strands of hair around.

"It's okay" Doreen smiles at her "I'll leave you two be" she then winks at Tammy before she walks off.

"So… should we join the others?" Tammy asks referring to our friends.

I nod my head "Right, sure" I take her hand in mine and once again my heart starts beating a mile a minute and my face heats up.

I lead her over to where the others are, who are staring at Tammy in wonder and amazement. I know I shouldn't be getting jealous, because these punks know that she's my girlfriend, but they better not be getting any ideas. Especially Flash, because I know he likes Tamera, even after the two of us became official he would flirt with her right in front of me. If he doesn't want another broken leg, then he better keep his hands to himself tonight.

"Hey, Tammy" Miles says "You look really pretty tonight"

"Thanks, Miles" Tammy giggled "You look great in that suit, I guess I made the right call renting tux's for you guys"

"Definitely" Peter agrees, straightening his suit "I feel so fancy and sophisticated"

"Same here, bro" Flash agreed with him. Even though he's in a wheelchair, Tammy still rented a tux for him. The only thing is, she had to cut one of the pant legs off so Flash could still wear it with his broken leg.

"So, where's Ava, Peter?" Tammy asks him "I thought she would be here right now considering she got ready long before Doreen and I did.

Before Peter could answer, Ava shows up with two drinks in her hands "Here you go, Pete"

"Thanks, Ava" Peter says taking the drink.

"Hey, Tammy… Hey Ben" Ava greeted us "Wow, Tammy you look incredible"

"Thanks, Ava" Tammy says looking down at herself "You look great, too" Ava was wearing an ankle length black silk sleeveless dress with a slit going past her knee and she had her hair in a fish tail braid.

"Thanks, Tammy" Ava said taking a sip of her drink "You look good, too Ben. Nice to see you wearing something besides that spider suit of yours"

"Ha-ha" I fake laughed as I tried again to loosen this stupid thing.

"Attention! Attention, everyone!" we all look to see Doc Connors standing under one of the tents in a suit holding a microphone "If I could have your attention, please. I just want to say thank you all for attending SHEILD Academy's first ever dance. This wouldn't have been possible without all your support in this. I want to especially thank the ones who dedicated their time to help organize and prepare for this dance, Spider-Man and Tamera. Thank you, very much"

Peter laughed awkwardly and rubbed the back of his head nervously as Ava gave a playful nudge with her elbow. I saw Tammy blushing and looking down in embarrassment next to me and I kissed her on the cheek gently "You did good, babe" I tell her, and she smiles at me before kissing me on the cheek as well.

"Now, please enjoy yourselves tonight and have fun, but not too much fun; I don't wanna have to separate any of you" Connors said with a chuckle before he handed the microphone to a staff member and walked off to do his own thing.

Then music started playing on the speakers placed around and some people started getting up to dance.

 ** _Now playing: Heartbeat by Carrie Underwood_**

"You wanna dance?" Tammy asks looking up at me with a smile.

Before I could answer, Peter buts in "Wait, you can dance? No offence, Ben but you don't look like the dancing type"

I just rolled my eyes at him before Tammy spoke up "For your Information, Peter I've been teaching Ben now to dance"

"Really?" Peter asked with a raised eyebrow.

"Yep and I'll tell you this, he's a fast learner" Tammy then takes my hand and leads towards the dance floor.

She just smiles at me as she wraps her arms around my neck and I just place my hands on her hips bringing her close to me. I could fight the smile that formed on my face as I just stared into her beautiful emerald green eyes. We just start dancing to the beat and flow of the music as we just lose ourselves, staring into each other's eyes.

Tammy then rests her head on my shoulder as I hold her close to me, wrapping my arms around her waist.

 ** _Dancing to the rhythm of your heartbeat_**

 ** _Oh, and we're dancing to the rhythm of your heartbeat_**

 ** _I wanna feel it like a kick drum_**

 ** _Beating faster in your chest_**

 ** _I wanna feel you holding onto me_**

 ** _And make me hold my breath_**

 ** _You pull me closer_**

 ** _My head on your shoulder_**

 ** _Baby, we don't need a song_**

I know it sounds cliché, but the song really did describe what we were doing, and we were feeling right in this moment. It just feels so natural, like this was supposed to happen and that we were supposed to be together. I know, it sounds cliché, but right now, I don't really care. All I care about right now, is having Tammy in my arms and having her so close to me.

 ** _Now playing: Just a Kiss by Lady Antebellum_**

The next song came on and we just kept dancing in a slow and steady rhythm. It just felt so right to have Tammy in my arms right now as I rested my chin on top of her head.

 ** _Just a shot in the dark that you just might_**

 ** _Be the one I've been waiting for my whole life_**

 ** _So, baby I'm alright_**

 ** _With just a kiss goodnight_**

 **No POV…**

Doreen was standing over by the punch bowl along with Flash, Cho and Miles. Doreen was watching Ben and Tamera dance to the song and she could help but smile at the two. Even though she didn't have a boyfriend, she wasn't jealous of Tamera, she was happy for her best friend. Though, she does wish that she had someone to be with and to love.

Miles and Cho were drinking some punch while munching on a couple of brownies from the snack table "You know, it sucks that we didn't have dates to this thing like Peter and Ben do" Miles said to Cho.

Cho just shrugs "I tend to find myself unable to sustain an interpersonal relationship with the females of our species"

Miles looks at him, not understanding a word he just said "Uh, can you say that again in English, please?"

Cho rolls his eyes "I have no time to be in a relationship with a girl. Was that simple enough for you?"

"Yes, thank you" Miles rolls his eyes at as he takes a sip of his punch.

As Doreen took a bite of one of the cupcakes, she noticed Flash by himself drinking some punch and he looked miserable. Feeling bad for him, she walked over to him to find out what was wrong.

"Hey, Flash" she said as she stood in front of him "What's with the long face?"

"Oh, I'm just bummed that I didn't have a date to this thing" he answered as he took another sip of his punch.

"Hey, I didn't come here with a date, neither did Cho or Miles, but we're still enjoying ourselves" Doreen told him with a smile.

"How can I enjoy myself right now?" Flash asked referring to him being in a wheelchair.

"Well, you can still have fun" Doreen answered with a smile.

"Yeah? How?" Flash asked looked away sadly.

"Hm…" Doreen thought for a minute "I got an idea, come with me"

 ** _Now playing: Legends by Kelsea Ballerini_**

 **Tamera's POV…**

This is a favorite song of mine and I'm happy to be dancing to it with Ben. Being in his arms, just felt so right and it made me feel so safe. The only time I ever felt safe with someone was with my mother, but after she died, I felt so alone and scared. But, being with Ben, I feel like I'll always be safe with him and he'll always be there for me.

 ** _Yeah, we were legends_**

 ** _Loving you, baby it was heaven_**

 ** _What everyone wondered we'd never question_**

 ** _Close our eyes, took on the world together_**

 ** _Do you remember?_**

"Tammy?" I hear Ben say my name.

I look up at him "Yeah?" I ask him.

"Tammy… there's something I need to talk to you about" Ben let out a nervous breath.

I think I know where this is going "I wanna talk to you about something, too"

"What is it?" he asked.

I swallowed the lump in my throat "It's something that's been on my mind lately and I think it's the same thing you wanted to say"

I noticed Ben's face pale slightly and he swallowed hard, I guess this whole thing has been bothering him, too.

"I know that we've been together for a month now and it's something that we haven't talked about before, but I think it would better if we just get it over with" I took a deep breath "I think we need to talk about taking the next step and if we should"

Ben looked at me almost relived at what I said as he sighed "Y-Yeah, I think we should talk about it"

"Well, would you want to, that is? I know it's a pretty big step and it's a first for both of us" I tell him "Is it a step you're willing to take?"

"Honestly, I'll go with whatever you want to do" Ben answers me "If it's something you wanna do and you're sure about, I'll go with it. I just want you to be happy and seeing you happy works for me"

I smile at him, hearing him say that and mean it made me feel so happy. I then kiss him fully on the lips as I place a hand on the side of his face, and he returns the kiss.

"Thank you" I tell him as we break the kiss and he just smiles at me.

I rest my head back on his shoulder "I'm really glad I got that off my chest"

Ben rests his chin on my head and he mutters "Yeah me, too" I could tell in his voice that he was holding something back, but I decided not to ask, figuring if it was something really important, he would've told me already.

 **Now Playing: I'm Alive by Celine Dion**

Just as the next song started playing, "Excuse me?" I look over and see Ava standing next to us playing with her fingers nervously "Sorry, to interrupt, but could I borrow Tamera for a minute"

"Uh, yeah sure" Ben answered her before looking at me.

"I'll be right back" I tell him as I give him a kiss on the cheek before following Ava away from everyone.

"What's up?" I ask her when we're far enough from everybody.

Ava sighs "I… I think I really like Peter"

"Really?" I ask her with wide eyes, and she nods "Well that's great"

"But I'm nervous to tell him" Ava says "What if he doesn't feel the same about me? I don't know what to do"

I sigh as I think for minute, remembering the talk Peter and I had before the dance. He does like Ava, but he also likes another girl. How am I gonna tell her this?

"Look, Ava" I say as I place my hands on her shoulders "I've only known you for a short time, but I know that you're a good person and so is Peter. I actually talked to him earlier and from what I found out, he likes two girls and one of them is you"

"Really?" Ava asked almost surprised.

I nodded my head "I think you should be honest with him and tell him how you feel about him"

"But what if he likes this other girl more than me?" Ava asks me.

"Then he's missing out on a lot to not be with you" I tell her "If it turns out that way, then there's plenty of fish in the sea, but you'll never know unless you try"

Ava took a deep breath before nodding "Okay, wish me luck"

"Good luck" I say and I hug her tightly and she returns the hug.

"Huh, look us getting along" I hear Ava say as we break the hug "With me being a tiger and you being a wolf, it's really something that we're getting along with each other"

I shrug "If I can be friends with Squirrel Girl, then I can be friends with anybody"

Ava just smiles at me as she walks off to go talk to Peter and I head over back to Ben.

"What was that all about?" Ben asked me.

"She likes Peter and she's nervous about telling him" I answer him.

"You're kidding" Ben says in disbelief.

"Nope" I shake my head "She really likes him, and I convinced her to talk to him about it"

"Wow" Ben rubs the back of his neck surprised.

"Don't be so surprised" I say as I take his hands in mine "Peter's a nice guy and I think they would be good for each other"

"If you say so, babe" Ben says shrugging his shoulders.

 ** _When you blessed the day_**

 ** _I just drift away_**

 ** _All my worries die_**

 ** _I'm glad I'm alive_**

I rested my head back on his shoulder as wrapped his arms around me and I melted into his embrace. I can hear his heart beating against his chest as he holds me close to him.

 **Now playing: Neon Lights by Demi Lovato**

As the next song played, I noticed something at the corner of my eye. I look over to see Peter and Ava not too far from where we were talking. I hoped it was going well, I can tell how much Ava likes Peter.

The next thing that happens puts a smile on my face, Ava happily jumps into Peter's arms and he hugs her tightly while smiling big. I guess I was right about them, they do like each other and they do look good together.

I smile to myself as I bury my face into Ben's shoulder as I just listen to the song playing around us.

 ** _Baby, when they look up at the sky_**

 ** _We'll be shooting stars just passing by_**

 ** _You'll be coming home with me, tonight_**

 ** _And we'll be burning up like neon lights_**

 **No POV…**

A young man in a SHIELD Personal uniform stood to the side as we watched the dance unfold. He was watching Ben and Tamera in particular as he pulled out his pocket watch and looked at it carefully. He then sighed and put the pocket watch away as he looked down sadly before looking back at Tamera and Ben.

"They are not yet ready for our war" he said to himself sadly.

Tamera's ears went up as she heard something strange. She looked over to where the young man was but was now gone. She could have sworn she heard someone say something nearby. She brushed it off for now and went back to enjoying her time with Ben.

 **Now playing: Hero by Enrique Iglesias**

 **Tamera's POV…**

The next song that came on was one of my favorite songs. It's such a beautiful and touching song, what's not to love about it. It's also my dad's favorite song, he's says that this was one of the songs that was playing when he asked mom to marry him. So now, whenever he hears it… it reminds him of mom. So now, whenever I hear it, I think of mom and how much I miss her.

 ** _I can be your hero, baby_**

 ** _I can kiss away the pain_**

 ** _I will stand by you forever_**

I looked up at Ben and smiled at him "Come with me?" I asked him.

He nodded "Sure"

I grabbed his hand and led away from everybody and headed towards the beach on the other side of the Triskelion. When we got there, we stopped right the water's edge and stood there admiring the beautiful moon and stars dancing in the sky.

I felt Ben wrap his arms around my waist, holding me close to him and I just melted against him while placing my arms on his. I rested the back of my head on his shoulder as we just stood there together.

"It's beautiful, isn't?" I asked referring to the night sky.

"Yeah… it is" Ben answered looking up at the sky.

"Is this the part where you say something corny about the view being not as beautiful as me for something?" I asked with chuckle.

Ben chuckled "You know I don't do that corny crap, that's Peter's thing"

"True" I agreed with him.

"But you really are beautiful" Ben tells me honestly and I smile up at him kissing his gently on the lips and let my lips linger on his for a bit as he returned the kiss.

"Tammy?" Ben asked through the kiss.

"Hm?" I asked in return as he broke the kiss.

"I… I need to tell you something" Ben swallows hard as he licks his lips.

"What is it?" I ask him "You know you can tell me anything"

Ben let out a shaky breath "I…I'm…" he fumbled with his words, but before he could finish, a loud boom was heard, and we saw fireworks being set off around the Triskelion. I forgot we were gonna be doing that tonight, it completely slipped my mind.

"I forgot that was gonna happen tonight" Ben said looking up at the fireworks before looking back at me.

"What were you gonna say before?" I asked him.

He chuckles before looking back up at the fireworks and then looking back at me "Nothing important" he shook his head.

I just smile and shake my head at him before I wrapped my arms around his neck and kissed him fully on the lips. He returned the kiss while bringing me closer to him with his arms around my waist.

We deepened the kiss the fireworks continued behind us, but we paid no mind to them. We were enjoying this moment right now, being together under the stars and finally being happy in life with each other to spend it with.

 **Let me hear your thoughts, guys :)**

 **Also, starting in the next chapter, this story will be rated 'M' I'm sure you can figure out why ;)**


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